A Diagnostics & Imaging Week

Biophan Technologies (Rochester, New York), a developer of technologies designed to improve the MRI-compatibility of medical devices, said it has agreed to acquire Amris (Castrop-Rauxel/Gelsenkirchen, Germany), a developer of MRI-safe and image-compatible solutions and biomedical devices.

Biophan also will acquire the exclusive license to Amris' 15 issued and pending patents covering imaging of devices such as stents and other vascular implants. The parties said they expect to execute a definitive agreement and complete due diligence by Jan. 31.

Financial terms of the deal were not released.

When completed, the acquisition will provide Biophan, it said, "with products, technologies and scientific expertise that extends intellectual property portfolio of medical solutions in the fast-growing marketplace of products and procedures that are compatible with MRI."

Among Amris' assets are an MRI-visible catheter marker, an MRI-visible stent and a series of MRI-visible medical devices, in development. The company reported receiving several million dollars in upcoming grants from government agencies to develop its next-generation technology for MRI.

The acquisition and related licensing deal will bring Biophan's patent portfolio to 107 U.S. patents, licenses or applications, in addition to 12 pending European patents, it said.

Michael Weiner, Biophan CEO, said the addition of Amris would offer "an important boost to our marketing capabilities, particularly in Europe, where major manufacturers of MRI machines and biomedical devices are based and where much of the leading research in MRI-guided interventional medicine is currently being conducted."

Upon deal closing, Amris will be renamed Biophan Europe, and Michael Friebe, PhD, will continue as president and join the Biophan board. Amris' scientific director and chief technology officer, Andreas Melzer, MD, will join the Biophan scientific advisory board.

Friebe is a scientist and entrepreneur trained in MRI-related physics at the University of California at San Francisco and at the University of Witten (Witten, Germany). Melzer is a professor of applied biomedical engineering, director and chairman of the board at the Institute for Medical Technologies and Management in Medicine at the University of Applied Sciences (Gelsenkirchen, Germany).

"Even more important to us than the very valuable patents that we are licensing exclusively under this agreement are the extraordinary people in AMRIS who are joining the Biophan team," said Weiner.

Biophan also said the transaction will be made via cash and stock totaling $2.6 million over the next four years. In addition, it said, "key" Amris executives will receive combinations of stock and stock options valued at another $1 million.

Biophan will acquire a 51% interest in Amris, whose business interests include European CE mark approvals and ISO 9000 business practices involving MRI safety. As part of the acquisition, Biophan receives the worldwide exclusive license to 15 issued and pending patents. One of the issued U.S. patents covering the addition of resonant circuits to a broad range of medical devices to make them MRI-imageable.

Agilent Technologies (Palo Alto, California) reported acquiring Computational Biology (Cambridge, Massachusetts), a biotech pioneer in ChIP-on-chip, a microarray-based technology used to understand gene regulation in disease. Financial terms of the deal were not disclosed.

Agilent said that the purchase gives it exclusive access to the patent and intellectual property for ChIP-on-chip analysis enabling the company to provide "unique microarray solutions for disease research, drug discovery and drug development."

Computational Biology was founded by Drs. Richard Young and David Gifford of Massachusetts Institute of Technology (MIT; Cambridge) and biotech executive Dr. Heidi Wyle.

Gifford, a professor in MIT's electrical engineering and computer science department, is an expert in computational biology and the development of software algorithms for biological analysis. Young, a professor at the Whitehead Institute for Biomedical Research (also Cambridge), is focused on the study of gene regulatory networks and is the primary inventor of ChIP-on-chip. Both will remain professors at MIT while consulting with Agilent to support the development of commercial solutions for ChIP-on-chip.

Agilent said that within six months of the acquisition, it would open a center in Cambridge to enable close collaboration with Young and Gifford, Whitehead and MIT, as well as other collaborators and customers. It will include an Agilent demonstration center for genomics, proteomics and informatics.

ChIP-on-chip uses chromatin immuno-precipitation (ChIP) to discover how regulatory proteins interact with the genome of living cells. Regulatory proteins bind to genomic DNA to control chromosome replication and gene activity, thereby functioning as switches in the regulatory circuitry of cells. The discovery of this circuitry is expected to help researchers develop new drugs targeting the proteins and pathways that play a role in disease.

Young said, "This is a pivotal step for biological research and our understanding of genetics. Only Agilent's microarray platform provided the specificity and sensitivity to turn our analytical method into a powerful research tool for the entire scientific community."

Fran DiNuzzo, vice president and general manager of Agilent's Integrated Biology Solutions business, said, "This acquisition is strategically important to the expansion of Agilent's microarray platform into new array-based genomics applications. In addition to developing commercial products for ChIP-on-chip, we are committed to educating the scientific community about the uses of this technology in enabling target discovery and validation, disease research, pathway analysis, toxicogenomics and mechanism of action studies."

As part of the acquisition, Agilent has acquired exclusive access to U.S. patent 6,410,243, "Chromosome-Wide Analysis of Protein-DNA Interactions," the property of the Whitehead Institute and licensed exclusively to Computational Biology.

Agilent's Life Sciences and Chemical Analysis (LSCA) business is a provider of instruments, supplies, software and services to the life science and chemical analysis markets. It is a leading provider of microarray, microfluidic, infor- matics, liquid chromatography, gas chromatography and mass spectrometry-based equipment.

In other dealmaking news:

Creative Computer Applications (CCA; Calabasas, California), a provider of clinical information systems for hospital and clinic-based laboratories, medical imaging departments and pharmacies, said it intends to merge with StorCOMM (Jacksonville, Florida), a private provider of picture archive communication systems (PACS) and clinical image management systems.

CCA will be the surviving entity, with StorCOMM shareholders owning half of the merged entity. The deal is expected to be completed this spring, subject to shareholder approval.

The companies said the post-merger firm would offer integrated applications and services to broad sectors of healthcare. Steven Besbeck, president and CEO of CCA, said, "As the development of digital medical imaging has progressed over the last few years, there are examples of others seeking to interface radiology information system technology [RIS] with PACS systems. The integration of CCA's CyberRAD RIS and StorCOMM's AccessNET products provides an attractive, cost-effective solution that enhances productivity and workflow."

StorCOMM develops scalable PACS and clinical image management systems. Its ACCESS.net family provides enterprise-wide solutions for imaging centers, orthopedic environments and hospitals. AccessNET systems are deployed in more than 180 sites in the U.S. and Europe.

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.

Dr. John McAlister, 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.

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 placement agent to Tripos in arranging the financing.