A Medical Device Daily

Microvision (Bothell, Washington), a leader in light-scanning technologies, reported that it has entered into a multi-phase, exclusive license and product development agreement with Ethicon Endo-Surgery (Cincinnati), a subsidiary of Johnson & Johnson (New Brunswick, New Jersey).

The companies will collaborate to integrate Microvision's technology into certain products, and Ethicon Endo-Surgery will receive an option for an exclusive license to Microvision's technology for human medical applications, excluding ophthalmology.

Microvision will receive up to $6.2 million, consisting of an up-front license fee and additional fees to develop and deliver prototypes. Ethicon Endo-Surgery may elect to extend the development program to develop a commercial product for an additional fee.

The agreement also contains terms under which Microvision may supply certain products to Ethicon Endo-Surgery. Further details of the agreement are not being disclosed at this time.

“We are very pleased to be working with one of the world's leading innovators of medical devices,“ said Rick Rutkowski, Microvision's CEO. “We have several OEM solution applications under development and we are pleased to be continuing our progress in this area.“

The Sagemark Companies (New York) reported consummating a second closing in connection with a private placement of shares of its common stock and warrants to purchase shares of its common stock, with gross proceeds of $2.36 million. These proceeds are in addition to the $3,461,500 received by Sagemark from the November closing, for a total of $5,821,500 from the private placement through Dec. 29.

“This private placement will enable the company to aggressively expand its portfolio of state-of-the-art PET imaging centers,“ said President and CEO Ted Shapiro.

Sagemark owns, operates and administers outpatient medical diagnostic positron emission tomography (PET) imaging centers and has just opened its fifth PET imaging center.

In other financing activity:

• Lynx Therapeutics (Hayward, California) reported that it has obtained a $3 million bridge facility through Silicon Valley Bank, the primary subsidiary of Silicon Valley Bancshares. The bridge facility is for general working capital needs and is secured by Lynx's tangible and intangible assets.

“This funding will enable us to accelerate integration of the DNA technology acquired earlier this year as we work diligently with Solexa [Cambridge, UK] toward our anticipated business combination,“ said Mary Schramke, PhD, Lynx's acting CEO. “Additionally, this bridge financing will support our operations until an equity financing is completed [this year].“

On Sept. 28, Lynx and Solexa reported the signing of a definitive agreement providing for the combination of the two companies. On Dec. 15, Lynx filed an amended registration statement with the Securities and Exchange Commission regarding the proposed transaction with Solexa and other matters. The transaction, which is subject to approval by Lynx stockholders and acceptance by Solexa shareholders, is expected to close in 1Q05.

• Gen-Probe (San Diego) has licensed technology from AdnaGen (Hanover, Germany) that it said may help increase the accuracy of molecular diagnostic tests to detect prostate and other cancers, help determine the aggressiveness of these malignancies, and monitor responses to therapy.

AdnaGen's technology enables detection of rare, circulating tumor cells that are an early event in cancer metastasis. This is accomplished through two steps that combine the benefits of immunoassay and nucleic acid testing.

“This agreement with AdnaGen gives Gen-Probe access to innovative technology that supports our long-term strategy to become a leader in cancer diagnostics,“ said Henry Nordhoff, chairman, president and CEO of Gen-Probe. “We believe our PCA3 prostate cancer test could be a breakthrough based solely on our current technology platform, but incorporating AdnaGen's innovative technology into a combination product could yield markedly improved sensitivity and specificity, as well as greater prognostic value.“

He said Gen-Probe expects to apply the AdnaGen technology to future assays for other cancers.

Gen-Probe will gain exclusive access to AdnaGen technology for molecular diagnostic tests for prostate and bladder cancers. It will pay AdnaGen license fees of $1 million within 30 days of signing, and $750,000 in the first quarter of 2006 or upon patent issuance, whichever comes later. Gen-Probe also may pay AdnaGen three milestones totaling an additional $2.25 million based on certain regulatory and commercial events. In addition, it will pay AdnaGen royalties on sales of any products developed using that company's technology.

Gen-Probe retains options to obtain exclusive licenses to use AdnaGen's technology in molecular diagnostic tests for kidney, ovarian and cervical cancer. If Gen-Probe exercises these options, the company would pay AdnaGen $250,000 for each additional cancer product. In addition, Gen-Probe retains a three-year right of first refusal to negotiate with AdnaGen on exclusive rights to molecular diagnostic tests for breast, colon and lung cancers.

• SuturTek (North Chelmsford, Massachusetts), a venture-funded company developing patented safe-suturing devices for use in tens of millions of cases throughout the major surgical specialties, reported that it recently closed its Series B financing.

Spring Bay Venture led the oversubscribed round that also included investments from Triathlon Medical Ventures, Mayport Venture Partners, several individual venture investors, and SuturTek's Series A investor, Tyco Ventures.

Dan Ryan, of Spring Bay, and Dennis Costello, of Triathlon, have joined the company's board of directors.

SuturTek plans to use the funds from this financing to begin commercializing its portfolio of advanced suturing devices addressing what it said is a combined market opportunity exceeding $4 billion worldwide. SuturTek's first product, for sternum closure following open-heart surgery, is scheduled for market introduction in 2005.

SuturTek has developed a patented needle-protected safe-suturing technology that enables surgeons to suture twice as fast as and much more easily than suturing by hand. The company has received 510(k) clearance to market its complete portfolio of products, which have the potential to be used in place of suturing by hand in conventional, open surgery as well as minimally invasive surgery.

• Eye Care Centers of America (ECCA; San Antonio, Texas) reported that it has commenced an offer to purchase for cash all of its $100 million aggregate principal amount of 9-1/8% senior subordinated notes due 2008 and all of its $30 million aggregate principal amount of floating interest rate subordinated term securities due 2008.

Together with the fixed rate notes, ECCA also is soliciting consents from the holders of the notes to approve certain amendments to the indenture under which the notes were issued. The consents being solicited will eliminate substantially all of the covenants and certain events of default in the indenture, the company said.

The tender offer is subject to various conditions, including the completion of the acquisition of ECCA by Moulin International Holdings Ltd. and Golden Gate Capital and the related financing transactions, as well as the receipt of consents necessary to approve the amendments to the Indenture.

The tender offer will expire on Jan. 31, unless extended or earlier terminated.

ECCA said it currently intends, but is not committed, to redeem all notes not tendered and accepted for payment shortly after the expiration or termination of the tender offer at the applicable redemption prices set forth in the notes, plus accrued and unpaid interest to, but not including, the redemption date.