Applied DNA Sciences Acquisition of DNA Security IP from Biowell, Inc. Set for June 15, 2005
Peter Brocklesby, president of Applied DNA Sciences stated, "We have satisfied all required milestones to acquire this technology including: completion of an independent, comprehensive scientific due diligence review of Biowell's intellectual property, affirmation of the proprietary DNA technology and patents, a capital raise of over $7 million, conversion of $1,650,000 in bridge loan notes into common shares of the company and the discharge of all company debt. Now that this has been completed, we will aggressively move forward with our business plans to bring the advantages of our DNA technology to corporations and governments, worldwide. Our security technology has application to industries such as pharmaceuticals, beauty products, luxury goods, automotive, currency, fine arts and collectibles - -- all of which suffer huge financial losses to counterfeiting and product diversion. "
Closing of the transaction is subject to the ratification of Biowell shareholders and the reorganization of APDN's initial new board of directors from 5 to 7. The final closing is planned for June 15, 2005.
The agreement signed by APDN and its wholly owned subsidiary provides for the acquisition of all Patents, Trade Secrets and Technology of Biowell for 36 million common shares of APDN. The shares are subject to Rule 144.
Upon completion of the transaction Biowell becomes an exclusive Licensee for Asia and certain other territories. For this exclusive license Biowell will pay a royalty to APDN. During the term of the license all improvements and modifications to the DNA technology, whether made by APDN or Biowell, will be owned by APDN's subsidiary and become part of the overall license.
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