SOURCE: Med BioGene Inc.

Med BioGene Inc.

November 28, 2016 19:44 ET

Med Biogene Inc. Enters Into Settlement Agreement With Helomics Corporation

VANCOUVER, BC--(Marketwired - November 28, 2016) - Med BioGene Inc. ("MBI") (TSX VENTURE: MBI) today wishes to announce the next phase in its corporate history. After extensive good-faith negotiations, MBI and Helomics Corporation (formerly known as Precision Therapeutics, Inc. or PTI) ("Helomics") have agreed to restructure their relationship. Effective immediately, the two companies have signed a Settlement Agreement which terminates the original licensing agreement put in place in 2011 by prior MBI management and relieves MBI of all the encumbrances associated with this agreement. These included, but were not limited to:

  • A cap on royalty payments;
  • An exclusive worldwide license for PTI/Helomics; and
  • Repayment of 50% of the funds advanced by PTI in 2011 via a setoff against royalties.

Going forward, MBI is free to seek new licensing partners for not only the original MBI intellectual property but also the product enhancements made by PTI and, subsequently, Helomics. These included eliminating the need to use frozen tissue samples in favour of a liquid reagent transfer agent. In addition, MBI and its future licensees have the option to make use of the enhanced Helomics laboratory procedures for the actual processing of patient tissue specimens. Helomics has agreed to provide a license to MBI for the GeneFX Lung® product, covering all improvements made to the original MBI intellectual property by both PTI and Helomics during the term of the original licensing agreement. This represents an unrestricted grant of the work product resulting from two years of effort by PTI/Helomics to qualify and position MBI's intellectual property into a commercially-viable product, GeneFX Lung®.

Furthermore, Helomics has agreed to forgive any and all indebtedness and royalty setoffs which would otherwise impact Med BioGene's ability to offer an unencumbered product proposition to new licensees. This has a cash value to MBI of US$1.15M which would otherwise have been deducted from royalty streams due to MBI. Helomics has agreed to very favorable royalty terms for its components of the evolved GeneFX Lung® product, and will provide a cash payment to MBI as part of the restructuring.

Lastly, Helomics has agreed, in detailed terms, to support MBI's efforts to secure new licensees between now and the end of April 2017. These support services will be provided without any additional expense to MBI unless the work performed by Helomics exceeds specified hourly thresholds. All of these benefits to MBI are included in the terms and conditions of the final Settlement Agreement which terminates the original relationship between MBI and Helomics. MBI is immediately beginning the process of pursuing new licensing relationships for the GeneFX Lung® product.

Taken as a whole, MBI management believes this new agreement is in the long term interests of the company and welcome the opportunity to continue working with Helomics personnel under this revised arrangement. As it previously announced, Helomics has initiated a corporate realignment that will shift the focus of its clinical products business while expanding into the clinical research market. This arrangement makes best use of their experience and expertise while freeing MBI to expediently seek a new sales and marketing partner with the capabilities and commercial plan it believes will be best suited to leverage the inherent value of GeneFX Lung®.

About Med BioGene Inc.

MBI is a life science company based in Vancouver, British Columbia that is currently focused on managing the license and rights to GeneFX® Lung, a prognostic genomic based test procedure. MBI's common shares are listed for trading on the Exchange. For more information, please visit www.medbiogene.com

This news release contains forward-looking statements and forward-looking information (together, "forward-looking statements") within the meaning of applicable Canadian and United States legislation. Forward-looking statements involve risks, uncertainties and other factors that could cause actual results, performance, prospects and opportunities to differ materially from those expressed or implied by such forward-looking statements. Factors that could cause actual results to differ materially from these forward-looking statements include those risks set out in the Company's public documents filed on SEDAR at www.sedar.com. Although the Company believes that the assumptions and factors used in preparing the forward-looking statements are reasonable, undue reliance should not be placed on these statements, which only apply as of the date of this news release, and no assurance can be given that such events will occur in the disclosed times frames or at all. Except where required by law, the Company disclaims any intention or obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.

The TSX Venture Exchange has neither approved nor disapproved of the contents of this press release. Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this press release

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