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Published on 9/7/2005 in the Prospect News Biotech Daily.

Alliance Pharmaceutical transfers Astral to MultiCell

New York, Sept. 7 - Alliance Pharmaceutical Corp. said it has transferred its Astral, Inc. subsidiary to a newly created subsidiary of MultiCell Technologies, Inc. called MultiCell Immunotherapeutics, Inc.

Alliance Pharmaceutical will receive 490,000 shares of MultiCell Immunotherapeutics stock and MultiCell Immunotherapeutics will assume the liabilities and obligations of Astral. MultiCell Technologies will guarantee these liabilities.

MultiCell Technologies will receive 510,000 shares of MultiCell Immunotherapeutics stock.

In addition, MultiCell Immunotherapeutics will sell to MultiCell Technologies 500,000 shares of its series A preferred stock for $2 million. Of the price, $1 million will be paid at closing and the remainder in four quarterly installments.

After the transactions are complete, Alliance will own 33% of MultiCell Immunotherapeutics while MultiCell Technologies will own 67%.

The two companies will have the right to retain their ownership share in future financings.

"Over the years we have invested in the basic research to prove the concepts behind this promising new immunotherapy," said Alliance chairman and chief executive officer Duane Roth in a news release. "The agreement we reached with MultiCell will provide the financial and human resources to advance this important technology towards the clinic."

Alliance is a San Diego-abased development-stage pharmaceutical company.


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