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Avantogen and Hawaii Biotech to Combine Vaccine Businesses

From the Hawaii Biotech archive: Contacts: Dr Leonard Firestone CEO and Director AVANTOGEN, Limited 4660 La Jolla Village Drive, Suite 420 San Diego California 92122, USA E-mail: Lfirestone@Avantogen.com
Avantogen and Hawaii Biotech to Combine Vaccine Businesses

Hi, Biotech is an independent publication with no affiliation with Hawaii Biotech, Inc. This page preserves a historical record from the company's original press archive, republished for research and archival purposes. Copyright in the original material remains with its original owner.

Hawaii Biotech, Inc.

FOR IMMEDIATE RELEASE

Contacts: Dr Leonard Firestone CEO and Director AVANTOGEN, Limited 4660 La Jolla Village Drive, Suite 420 San Diego California 92122, USA E-mail: Lfirestone@Avantogen.com

Investor Relations, Avantogen E-mail: info@Avantogen.com

David G. Watumull President and CEO Hawaii Biotech, Inc. 99-193 Aiea Heights Dr., Suite 200 Aiea, HI 96701 E-mail: dwatumull@hibiotech.com

Avantogen and Hawaii Biotech to Combine Vaccine Businesses New Vaccine Pure-Play, 50%-50% owned, to Expand Research in Hawaii

Sydney, Australia; San Diego, CA, USA; Honolulu, HI USA -- March 14, 2006 -- Avantogen Limited (Avantogen)(ASX:ACU), and Hawaii Biotech, Inc. (Hawaii Biotech), a privately held company, today announced that they have entered into a Definitive Agreement to combine their respective vaccine businesses. The combined busin ess, as yet unnamed, will be 50% owned each by Hawaii Biotech's current shareholders and Avantogen Limited and will focus exclusively on prophylactic and therapeutic vaccine development.

The transaction, which is contingent on approval of both Avantogen and Hawaii Biotech shareholders, is expected to close in late Ap ril, 2006. The combined business will incorporate both Avantogen's and Hawaii Biotech's comple mentary technologies, and will maintain the existing vaccine development laboratories in Oahu, Hawaii, with corporate headquarters in Southern California. This new agreement build s upon a previously executed License Agreement between Avantogen and Hawaii Biotech in wh ich Hawaii Biotech successfully evaluated Avantogen's proprietary immunos timulatory adjuvant, GPI-0100, fo r use in Hawaii Biotech's West Nile vaccine. Under terms of the agreem ent, Avantogen will contribute US $3.5 million in cash, its vaccine adjuvant program (currently in Phase I human trials) and Pentrys vaccine program (currently in Phase II human trials), and its senior management team, while Hawaii Biotech will contribute its vaccine research and development team, its preclinical vaccine programs and facilities, its vaccine grant f unding, and US $1 million in cash. Under certain circumstances applicable to both Avantogen and Hawaii Biotech, equity ownership of the newly combined company can be adjusted to 60%-40% in either direction.

Leonard Firestone, M.D., current CEO of Avant ogen, will become CEO of the newly combined company, while Carolyn Weeks-Levy, current VP of Research, Developm ent, and Regulatory Affairs and leader of Hawaii Biotech's vaccine programs, will become its Chief Scientific Officer. Bruce Nye, Avantogen's CFO, will beco me CFO. David C. Watumull will remain CEO of Hawaii Biotech's current anti-inflammatory small molecule development business, which will be spun out into a new entity, Cardax Pharmaceu ticals, Inc., to be wholly owned by current Hawaii Biotech shareholders.

Initial board members will be: Avantogen Chairman Richard Opara, who will serve as Chairman; current Hawaii Biotech Chairman Nick Mitsa kos; Leonard Firestone, M.D., CEO; Joseph Boystak, formerly Managing Director with Je fferies & Co and now with Chopin Capital Partners; and a fifth member to be chosen by Hawaii Biotech.

New Board Chairman Dr. Richard Opara, who is also Chairman of Avantogen, commented: "This combination will create a truly exceptional biotechnology company, and is a pivotal step in restructuring Avantogen to optimize the value of its assets for the benefit of its shareholders. Our vision is to create a public company that is a world leader in the development of recombinant vaccines for prevention of common, deadly, incurable diseases us ing our proprietary, state-ofthe-art manufacturing methods. These methods will allow us to lead the marketplace by rapidly delivering the quality and quantity of vaccine product needed to address worldwide pandemic diseases such as Influenza. We also see worldwide potential for the development of the West Nile and Dengue Fever vaccines."

"We have explored a number of options over the past year for the development of our vaccine business," added David G. Watumull, CEO of Hawa ii Biotech. "We believe that this strategy is our best choice as it brings together the necessary financial, scientific, and management resources to focus and accelerate development of our vaccines, including those for avian flu, West Nile, and dengue fever."

Hawaii Biotech Vaccine Background Hawaii Biotech's vaccine development platform is based on production of proprietary antigens (proteins) that, when appropriately adjuvanted, provoke immune responses equivalent to, or better than, traditional live or in activated viral vaccines - with a significantly improved safety profile. During the past 3 years, Hawaii Biot ech received funding commitments of over US$30 million from the U.S. National Institutes of Hea lth and other governmental agencies, to develop vaccines to prevent human infection by the West Nile virus, Dengue Fever virus, pandemic and annual Influenza viruses, and othe r serious incurable diseases including hepatitis C, malaria, Tick-borne and Japanese encephalitis, Ebola, and Eastern equine encephalitis.

Avantogen Adjuvant Background Avantogen's GPI-0100 product is currently under license to Pfizer An imal Health, Inc., Endocyte, Inc., University of Alabama, and Me morial-Sloan Kettering Cancer Center, to boost immune responses to their respective vaccine-based products under development.

About Pandemic Influenza and "Bird Flu" The Centers for Disease Control (CDC) defines an influenza pandemic as a global outbreak that occurs when a new, virulent influenza A viru s "emerges" in the human population, and spreads easily from person to person worldwide. Local outb reaks of "bird flu" may be a source of a new flu virus. Pandemics are different from seasonal outbreaks or "epidemics" of influenza. Seasonal outbreaks are caused by subtypes of influenza viruses that already circulate among people, whereas pandemic outbreaks are caused by new subtypes that "emerge", or by subtypes that haven't circulated among people for a long time, or ever. Past influenza pandemics have led to high levels of illness, death, social disruption, and economic loss. The severity of the next pandemic cannot be predicted, but models suggest that in the absence of any control measures (e.g., vaccination), a "medium--level" pandemic in the U.S. could cause 89 - 207,000 deaths, 314 - 734,000 hospitalizations, 18 - 42 million outpatient visits, and another 20 - 47 million people being sick. Between 15% and 35% of th e U.S. population could be affected by an influenza pandemic, and the economic impact could range between $71.3 and $166.5 billion.

About West Nile Virus Virtually unknown in the U.S. prior to 1999, the West Nile virus is now permanently established throughout the U.S. and Canada. According to the CDC, in 1 of 150 infected with West Nile, encephalitis and meningitis will occur, characterized by polio-like symptoms. Live, attenuated virus vaccines being developed by potential competito rs have a small, but real risk of causing severe, encephalitic West Nile disease. Hawaii Biotech's approach has been to utilize genetically engineered viral proteins that cannot cause disease, conferring a substantial safety advantage. Estimates of U.S. market size for a West N ile Virus Vaccine are between $200 and 500 million, annually. Unlike most human viral diseases, West Nile causes both disease and death in animals. In a well-validated animal model of human West Nile disease, th e company's West Nile vaccine conferred 100% protection from viral challenge vs. 77% mortality in controls.

Forward-Looking Statements Statements contained in this pre ss release that are not historical information are forward-looking statements as contemplated by the Private Securities Litigation Reform Act of 1995. Such forward-looking statements are subject to risks and uncertainties that coul d cause actual results to differ materially from those projected or implied. Such potential risks and uncertainties relate, but are not limited, to the results of clinical trials, product demand and market acceptance, the impact of competitive products a nd pricing, effectiveness and pace of current and future product development, and regulatory approval. More detailed information on these and additional factors that could affect Avantogen's business, prospects and operat ing and financial results are described in Avantogen's annual re ports filed or to be filed with the Australian Stock Exchange. Avantogen urges all interested par ties to read these reports to ga in a better understanding of the many business and other risks that the comp any faces. For further information visit www.avantoqen.com. The historical results achieved by the company are not necessarily indicative of its future prospects. The compan y undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

For more information, please visit http://www.hibiotech.com