A Medical Device Daily

Tripos (St. Louis) reported acquiring privately held Optive Research (Austin, Texas), a developer of software for computer-assisted molecular discovery, for $4.75 million in cash and 599,521 shares of Tripos stock.

The cash portion of the deal was funded through a $4 million investment by Horizon Technology Finance and Sand Hill Capital, through the issuance of $3.5 million of subordinated debt, 111,606 shares of common stock and warrants to purchase 156,250 shares of common stock.

John McAlister, PhD, president and CEO of Tripos, said, “This acquisition provides Tripos with full access to Optive Research's existing cheminformatics products in addition to its pipeline of new offerings and technologies. It is additive to Tripos' current and future software portfolio, while enlarging our staff through addition of key Optive scientists whose complementary expertise augments our own core strengths.“

Tripos said it expects the transaction to begin contributing to its operating income in 2005 and become accretive to net income by 2006.

Examples of the new Optive products include Benchware, a suite of desktop tools for combinatorial library enumeration, design and analysis; EA-Inventor, a novel program for de novo molecular design; and technology for representing the tautomeric and stereochemical structures of chemical compounds as they can exist under various natural conditions.

Benchware products complement and will be integrated with Tripos' Lithium technology during the next 12 months, McAlister said. Similarly, Tripos will incorporate key Optive technologies within its various cheminformatics and molecular modeling products and plans to explore mutually beneficial arrangements around these technologies with other software providers.

Bryan Koontz, former CEO for Optive, said, “We have combined the companies' synergistic software portfolios and scientific expertise, added Tripos global sales and marketing channels and customer support capabilities and Optive's business partnerships to create the optimal cheminformatics partner for chemistry researchers worldwide.“

Koontz is joining Tripos as vice president of corporate development for discovery informatics.

Professor Robert Pearlman, former chairman and chief scientific officer for Optive, is remaining at the University of Texas (also Austin), but will serve as a consultant and scientific advisor to Tripos. Pearlman said, “I look forward to building on our existing relationship, and I am confident that our customers are in good hands.“

Tripos has been a worldwide distributor of Pearlman's software since 1987, first directly through the University of Texas and then through Optive Research, which he formed as a technology spinout from the university in 2002. Tripos currently distributes five of Optive's 15 products, including DiverseSolutions, StereoPlex and Concord, a program for creating 3-D chemical models.

Optive's key scientists and developers have joined Tripos' Discovery Informatics business, and the former Optive employees will continue to work out of Austin.

Seven Hills Partners acted as exclusive placement agent to Tripos in arranging the financing.

Tripos develops chemistry research products and services for the biotech, life science and pharmaceutical industries.

In other dealmaking news:

TransPharma Medical (Lod, Israel), a company dev-eloping transdermal drug delivery systems, has signed a long-term development, distribution and supply agreement with Teva Pharmaceutical Industries (Petach Tekva, Israel) to jointly develop transdermal drug delivery systems for up to five selected molecules. Teva will exclusively market each transdermal drug delivery system and will pay TransPharma milestone payments, royalties and development costs, the companies said, but specific financial terms were not disclosed.

Dr. Daphna Heffetz, CEO of TransPharma, said the partnership has “the potential to bring to the market an innovative system that enables transdermal delivery of complex drugs such as high molecular weight proteins.“

TransPharma has modified and applied radio frequency cell ablation technology to develop ways to create micro-channels in the skin's outer surface and enable transdermal delivery of drugs. This enables a variety of small molecules, biotech drug molecules, vaccines and other macromolecules, specially formulated in patches, to pass through the skin into the systemic circulation at therapeutic levels.

The technology is used in TransPharma's ViaDerm system. Suitable for home use, ViaDerm consists of a reusable battery-operated, hand-held device and a patch containing a drug. The system has been shown in trials to improve the administration of a variety of molecules, including proteins and other macromolecules.

MSSI-TeleScience International (Vienna, Virginia) said it would acquire certain assets of A&T Systems (Silver Spring, Maryland), a provider of information technology (IT) solutions, telecom, e-solutions and professional services. Terms were not disclosed.

MSSI-TeleScience's Technology Division provides systems integration and IT services to the federal government, as well as emergency equipment, decontamination products, vehicles and supplies to state and local governments. Its Medical Services Division has operations in 22 states servicing hospital and medical facilities with a range of medical staff. It holds multiple long-term contracts, including those with the U.S. Army, the U.S. Department of Health and Human Services and the state of California.

Medical Makeover Corporation of America (West Palm Beach, Florida) has agreed to purchase all assets, including the existing client base, of Garden of Eden Skin Care (Aventura, Florida). Terms were not disclosed. MMAM said it would relocate the operations of GES to its existing Aventura location, where projections are to generate 2005 revenues of $425,000.

Medical Makeover provides “makeover“ treatments in under an hour utilizing non-invasive technologies. Each center specializes in cosmetic procedures ranging from treatments for wrinkles to cellulite.

United Surgical Partners International (USPI; Dallas) reported acquiring a majority interest in Alamo Heights Surgery Center (San Antonio). Terms were not disclosed. William Wilcox, United Surgical Partners CEO, said, “This center . . . expands our presence in San Antonio, where we currently operate an on-campus surgery center in partnership with Christus Santa Rosa Health Center.“

USPI has ownership interests in or operates 87 surgical facilities.

Water Pik Technologies (Newport Beach, California) reported considering “various strategic alternatives,“ including potential sale of a part or all of the company.

Robert Bozzone, chairman of Water Pik, reported record sales and earnings in FY04, with the company “on track to achieve . . . previously stated growth outlook for 2005 and multi-year financial targets through 2006.“ But he added that, after completion of a strategic review, the company board determined the need “to consider alternatives to maximize value to all stockholders.“

JP Morgan Securities has been retained to assist in evaluation of strategic alternatives.

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