Press Release: Pluristem Life Systems Announces Licensing Agreement, Stock Swap With Stem Cell Innovations
Pluristem Life Systems Announces First Licensing Agreement and Stock Swap With Stem Cell Innovations NEW YORK -- Feb 22, 2007 - Pluristem Life Systems, Inc. announced today a licensing agreement and stock swap with Stem Cell Innovations, Inc. (OTCBB:SCLL) (Stem Cell) for certain marketing rights of Pluristem's PLX I product in Asia, excluding Japan and 3-D stem cell expansion capability. The licensing agreement provides Stem Cell with certain rights to Pluristem's PLX I product and 3-D stem cell expansion capability, in exchange for an upfront fee of 23 million shares of Stem Cell's common stock, milestone payments and royalties. Stem Cell CEO Dr. James Kelly commented, "We are excited with Pluristem's 3-D stem cells expansion capability for use in conjunction with our PluriCell technology. We believe this collaboration will improve our product development capabilities, leading to better solutions for both in vivo and in vitro applications and improve our shareholder value." "Licensing our products and capabilities is a key event in our commercialization process," stated Mr. Zami Aberman, CEO of Pluristem Life Systems. "Stem Cell's decision to license PLX I for the Asian market, excluding Japan and our 3-D expansion capability is compelling evidence that our products will be developed and sold worldwide. This agreement represents a potential multimillion dollar recurring revenue stream. We believe this collaboration will lead to several synergistic solutions, benefiting million of patients worldwide. Our 3-D technology has numerous applications that we intend to develop with Stem Cell and other companies." Under the terms of the stock swap, Stem Cell will exchange 27 million shares of Stem Cell's common stock for 66 million shares of Pluristem common stock and five-year warrants to purchase 66 million shares of Pluristem common stock at an exercise price of $.03 per share. About Pluristem Pluristem Life Systems, Inc. is life sciences driven Company that is developing and commercializing non personalized stem cell expansion technology products for the potential treatment of a variety of disorders. The Company is developing cell-based therapeutics that utilizes adult stem cells expanded in a three-dimensional proprietary bioreactor (PluriX(TM)) mimicking different naturally occurring physiological environments. Pluristem expects its first products to be cell grafts that will provide an efficient and superior alternative to the currently accepted standard procedure of bone marrow transplantation. PLX-I, Pluristem' first adult stem cell product, is intended to target a critical global shortfall of matched tissue for bone marrow transplantation since bone marrow transplantation is often the only cure for patients suffering from leukemia, lymphoma, myeloma and many other hematological diseases. The Company has made a strategic decision to work only with adult stem cells since the practical use of embryonic stem cells is severely restricted by various religious, ethical and legal considerations. www.pluristem.com Safe Harbor Statement This press release contains statements, which may constitute "forward-looking statements" regarding our intent, belief or current expectations. Forward-looking statements in this release include that we will license our technology to Stem Cell; that we will exchange shares with Stem Cell; that our products will be developed and sold worldwide; that this agreement represents a potential multimillion dollar recurring revenue stream to Pluristem; that this collaboration will lead to several synergistic solutions to benefit million of patients worldwide; that Our 3-D technology has numerous applications that we intend to develop with Stem Cell and other companies. Factors which may prevent or delay these forward looking statements from coming to fruition include that we may not be able to reach final agreement with Stem Cell on either the license agreement or the share exchange deal; we may be unable to get regulatory approval for our products; we may be unsuccessful in developing any products; our technology may not be validated as we progress further and our methods may not be accepted by the scientific community; we may be unable to retain or attract key employees whose knowledge is essential to the development of our products; unforeseen scientific difficulties may develop with our process; results in the laboratory may not translate to equally good results in real surgical settings; our patents may not be sufficient to protect essential aspects of our technology; competitors may invent better technology; our products may not work as well as hoped or worse, our products may harm recipients; and we may not be able raise funds for development or working capital when we require it. As well, our products may never develop into useful products and even if they do, they may not be approved for sale to the public. For further risk factors see the Company's latest 10-KSB filed with the SEC. About Stem Cell Innovations, Inc. SCI is a cell biology company with facilities in Scotch Plains, NJ, Houston, TX and in Leiden, the Netherlands. Stem Cell Innovations proprietary, human pluripotent stem cells, known as PluriCells, have the potential to aid in drug discovery, toxicology, and cell therapy. Stem Cell Innovations is in the process of making its patented pluripotent cell lines, which are eligible for federal funding in the U.S., widely available to universities and other not-for-profit institutions to rapidly advance stem cell research. Stem Cell Innovations is positioned to become a leading provider of toxicology testing and discovery systems for the pharmaceutical, chemical, and nutraceutical industries around the world. The development of the proprietary PluriCell (technology greatly expands the Company's currently marketed C3A human liver cell-based toxicology offerings. www.stemcellinnovations.com PluriCells is a Trademark of Stem Cell Innovations, Inc. This release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. The Private Securities Litigation Reform Act of 1995 provides a "safe harbor" for forward looking statements. Forward-looking statements are not statements of historical facts, but rather reflect our current expectations concerning future events and results. We use words such as "expects", "intends", "believes", "may", "will" and "anticipates" to indicate forward-looking statements. Because these forward-looking statements involve risks and uncertainties, there are important factors that could cause actual results to differ materially from those expressed or implied by these forward-looking statements, including, but not limited to, those risks and uncertainties detailed in the Company's periodic reports filed with the Securities and Exchange Commission. We caution that these risk factors may not be exhaustive. We operate in a continually changing business environment, and new risk factors emerge from time to time. We cannot predict these new risk factors, nor can we assess the effect, if any, of the new risk factors on our business or the extent to which any factor or combination of factors may cause actual results to differ from those expressed or implied by these forward-looking statements. If any one or more of these expectations and assumptions proves incorrect, actual results will likely differ materially from those contemplated by the forward-looking statements. Even if all of the foregoing assumptions and expectations prove correct, actual results may still differ materially from those expressed in the forward-looking statements as a result of factors we may not anticipate or that may be beyond our control. While we cannot assess the future impact that any of these differences could have on our business, financial condition, results of operations and cash flows or the market price of shares of our common stock, the differences could be significant. We do not undertake to update any forward-looking statements made by us, whether as a result of new information, future events or otherwise.