A Medical Device Daily

North American Scientific (NAS; Chatsworth, California) reported that it has entered into an agreement to sell its Nomos Radiation Oncology (Cranberry Township, Pennsylvania) business to privately-held Best Medical International (Springfield, Virginia) in a transaction valued at about $3.6 million. The transaction, subject to customary conditions, is expected to close by Sept 17.

Best will purchase the Nomos assets for $500,000 in cash at closing, plus assumption of certain obligations and liabilities, including about $3.1 million of liabilities for warranty and maintenance agreements, as well as the Nomos facility lease in Cranberry Township, Pennsylvania. CIBC World Markets acted as the company’s financial advisor.

NAS first reported its intention to sell the NOMOS assets last month (Medical Device Daily, Aug. 6, 2007).

“Our agreement with Best Medical represents the achievement of a major milestone in our strategy to build shareholder value through the focus on our core brachytherapy business,” said John Rush, president/CEO of NAS. “The transaction will allow us to focus our resources on the marketing and development of innovative brachytherapy products for the treatment of cancer, including the ClearPath HDR and ClearPath CR for the treatment of breast cancer. Our goal is to increase our participation in the growing breast and prostate cancer markets, which we believe represent a total U.S. addressable market opportunity of more than $800 million. We also believe this transaction will benefit the customers and employees of Nomos in the long-term. Best Medical is expected to continue operation of the Nomos business, and to invest in the development of next-generation products. This transaction represents a win-win outcome for all involved.”

Krishnan Suthanthiran, president of Best Medical International, said the company was “very excited about this acquisition. The acquisition of the Nomos Radiation Oncology business fits our strategy of expanding our product line in diagnostic and therapeutic radiology.”

NAS develops radiation therapy products and services for the treatment of cancer. Its products include Prospera brachytherapy seeds and SurTRAK needles and strands used primarily in the treatment of prostate cancer. In addition the company plans to commercialize its ClearPath multi-channel catheter breast brachytherapy devices in 2007, which are the only devices approved for both high dose and continuous release, or low dose, radiation treatments.

Originally known as a brachytherapy company, Best Medical said it now offers a range of diagnostic and therapeutic services and products.

In other deal making news:

• Ophthalmic Imaging Systems (OIS; Sacramento, California) a digital imaging company, said it has entered a non-binding agreement to acquire MediVision Medical Imaging (Yokneam, Israel), a majority shareholder in OIS.

MediVision’s outstanding shares will be converted into shares of OIS common stock at a yet to be determined ratio. Also, outstanding options and warrants to purchase MediVision shares will be converted into options or warrants to purchase shares of OIS Common Stock. Once the acquisition is completed, MediVision will operate as a wholly owned subsidiary of OIS.

• Alphatec Holdings (Carlsbad, California), a maker of products for the surgical treatment of spine disorders, said it has entered into an exclusive worldwide license for a vertebroplasty technology system that is focused on providing a solution for vertebral compression fracture indications.

The company’s wholly owned subsidiary, Alphatec Spine, and Stout Medical Group (Perkasie, Pennsylvania) entered into a license agreement that provides Alphatec Spine with an exclusive worldwide license to develop and commercialize Stout’s vertebroplasty technology system and implant called the V-Stent. The V-Stent, which Alphatec Spine will jointly develop and commercialize with Stout, is an expandable titanium cage that can be implanted minimally invasively into a vertebral body to treat compression fractures of the vertebral body.

The financial terms of the license agreement include: (1) an up-front license fee payment to be made by Alphatec to Stout upon Stout’s delivery of certain deliverables related to the prototype of the V-Stent; (2) design, regulatory and sales milestone payments that could begin to be achieved and paid by Alphatec to Stout in 2008; and (3) a royalty payment based on net sales of the V-Stent product with minimum annual royalties beginning in 2009.

“The V-Stent is squarely focused on the large and fast growing market for the treatment of vertebral compression fractures,’’ said Dirk Kuyper, Alphatec’s president/CEO. “V-Stent has the potential to overcome one of the primary complications of vertebroplasty, which is the extrusion of bone cement into the spinal canal or venous system.”

Stout, formed in early 2006, develops technologies for the orthopedics industry, specializing in spinal implants

The exclusive license agreement expires in 2027. Alphatec Spine has the right to terminate the license agreement for convenience upon 90 days prior written notice to Stout. Each party has the right to terminate the license agreement for a material uncured breach by the other party.

Paramount Acquisition (New York), a special purpose acquisition corporation, reported the filing of a second amendment to the preliminary proxy statement with the Securities and Exchange Commission that was originally filed on June 18. The amended preliminary proxy statement is for a special meeting of stockholders to be held to consider the previously disclosed acquisition of Chem Rx (Long Beach, New York), a privately-owned long-term care pharmacy.

Once the SEC reviews and clears the preliminary proxy statement, Paramount will mail a definitive proxy statement to its stockholders of record. The date of the special meeting of stockholders and the record date for the meeting will be specified in the definitive proxy statement. Assuming all conditions of the transaction are met, Paramount said it anticipates completing the transaction on or prior to Oct. 26.

Chem Rx provides to more than 61,000 residents prescription and non-prescription drugs, intravenous medications, durable medical equipment items and surgical supplies.