Release Date: May 11, 2015
Vivione Biosciences Inc. Announces Expiration of Agreement to Acquire Trillium Diagnostics
and Establishment of Distribution Agreement for Trillium Products
DALLAS, Texas – Vivione Biosciences Inc. (“Vivione”) (TSXV: VBI), announced today that it has
allowed the Share Purchase Agreement (“SPA”) with Trillium Diagnostics (“Trillium) dated
January 26, 2015 to expire. In lieu of extending the SPA, the parties have entered into a
Distribution Agreement (“Distribution Agreement”) under which Vivione has the right to
market, sell and use all of the biomarkers in the Trillium product line within North America and
the ability to grow further into worldwide regions over the course of the three (3) year
agreement. Furthermore, Vivione will have the right to obtain exclusivity within the North
American market upon the attainment of defined purchase volumes.
Trillium holds licenses or patents for three biomarkers with proven diagnostic utility in
infection/sepsis, including neutrophil CD64, soluble CD163, soluble CD206 and circulating cell
free DNA (cfDNA). Leuko64 presently has CE IVD certification for sale in the European Union
and clinical data on Leuko64 has been submitted to the FDA for its approval of IVD sales in the
U.S. The Macro163 kit for measurement of soluble CD163 has been used in several large peerreviewed clinical studies on HIV patients showing utility in prognosis of complications of chronic
inflammation, in spite of good control of CD4 lymphocytes and other prognostic markers in HIV
infection. Trillium also has expertise in the detection of fetomaternal hemorrhage with several
IVD products, including FMH QuikQuant and FETALtrol.
Bruce H. Davis, MD, President and CEO of Trillium, commented, “We see Vivione as an
important strategic partner as we continue our development of in vitro diagnostic cellular
assays to fulfill the clinical need for rapid, novel and accurate diagnostics.”
Kevin Kuykendall, Chairman and Chief Executive Officer of Vivione, commented, “That over the
past several months we’ve gotten to understand the Trillium products and market very well and
believe our ability to distribute the Trillium assays is an ideal way to leverage the speed and
sensitivity of Vivione’s platform technology in the testing of sepsis and severe infections. The
Distribution Agreement with Trillium is a springboard for Vivione’s planned entry into the
clinical markets in the U.S., Canada and worldwide, and the initiation of its Sepsis Panel
strategy.”
Matthew Gombrich, M.D., M.S., Chief Medical Officer of Vivione commented, “Vivione’s overarching strategy is to provide infectious disease clinicians with faster and more reliable
diagnostics, an improved method for antibiotic susceptibility testing, and a means to assess an
individual patient’s immune status.” Dr. Gombrich continues, “Vivione envisions a time in the
near future where the RAPID-B platform can diagnosis a blood stream infection in hours from a
direct blood culture sample as opposed to days, while also providing information pertaining to
targeted antibiotic therapy and immune-profiling.”
About Vivione
Formed in 2006 in collaboration with the FDA, Vivione is a TSX Venture Exchange listed
biosciences company focused on the commercialization of its proprietary RAPID-B system, an
integrated system of hardware, software and chemical reagents that quickly and accurately
identifies, quantifies and qualifies bacteria and other pathogens in food safety, biotherapeutics, clinical, industrial and oil & gas environments. For more information, visit
www.VivioneBiosciences.com.
About Trillium
Trillium, located in Bangor, Maine (www.trilliumdx.com), has a focus on developing novel
cellular diagnostic biomarkers on flow cytometric and immunoassay platforms for in vitro
diagnostic use, as well has having expertise in laboratory hematology standardization and
regulatory clearance. Trillium has leading biomarkers in the areas of infection/sepsis detection
plus the monitoring and measurement of fetomaternal hemorrhage (FMH) for obstetric care.
ADVISORY ON FORWARD-LOOKING STATEMENTS
This news release contains forward-looking statements and information (“forward-looking statements”) within the meaning of applicable
securities laws and is based on the expectations, estimates and projections of management of Vivione as of the date of this news release,
unless otherwise stated. The use of any of the words "expect", "anticipate", "continue", "estimate", "objective", "ongoing", "may", "will",
"project", "should", "believe", "plans", "intends" and similar expressions are intended to identify forward-looking statements. More particularly
and without limitation, this news release contains forward-looking statements concerning: anticipated benefits of the Acquisition to the
Securityholders of Vivione, the timing of required Exchange approval for the Acquisition; the ability of Vivione to satisfy the other conditions to,
and to complete, the Acquisition; the anticipated closing date of the Financing and the anticipated use of proceeds of the Financing, receipt of
anticipated FDA approvals and the anticipated Board of Directors of Vivione and management team of Vivione, Trillium and Vivione
Biosciences, LLC. Such forward-looking statements are provided for the purpose of providing information about management's current
expectations and plans relating to the future.
In respect of the forward-looking statements concerning the anticipated benefits and completion of the proposed Acquisition and the
anticipated timing for completion of the Acquisition, Vivione has provided such in reliance on certain assumptions that it believes are
reasonable at this time, including assumptions as to the ability of Vivione to receive, in a timely manner, the necessary Exchange and other
third party approvals, the ability of each of Trillium and Vivione to satisfy, in a timely manner, the other conditions to the closing of the
Acquisition; and expectations and assumptions concerning, among other things: planned synergies, capital efficiencies and cost-savings and
entry into new markets.
The anticipated dates provided may change for a number of reasons, including inability to secure necessary Exchange or other third party
approvals in the time assumed or the need for additional time to satisfy the other conditions to the completion of the Acquisition. Accordingly,
readers should not place undue reliance on the forward-looking statements contained in this news release.
Readers are cautioned that the foregoing list of factors is not exhaustive. The reader is cautioned not to place undue reliance on these forwardlooking statements. The forward-looking statements contained in this news release are made as of the date hereof and Vivione undertakes no
obligations to update publicly or revise any forward-looking statements, whether as a result of new information, future events or otherwise,
unless so required by applicable securities laws.
NEITHER TSX VENTURE EXCHANGE NOR ITS REGULATION SERVICES PROVIDER (AS THAT TERM IS DEFINED IN THE POLICIES OF THE TSX
VENTURE EXCHANGE) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS NEWS RELEASE.