Ondine completes sale of dental business

Jun 7, 2009

Ondine Biopharma, a medical technology company developing photodisinfection-based products, has completed the sale of its dental healthcare business to Periowave Dental Technologies (formerly JS Dental Technologies).

Under the terms of the transaction, Ondine and Periowave Dental will collaborate on the continued development and commercialization of the Periowave photodisinfection technology. As part of the purchase price for the dental healthcare business, Ondine received an initial payment of $725,000 and is entitled to receive, among other things, royalties and a potential stream of milestone payments of up to $51.4 million on the successful attainment of cumulative revenue targets over 10 years.

In the event of a subsequent sale to a third party, Ondine will be entitled to receive, in lieu of further royalties and milestone payments, a percentage of all proceeds of such sale, up to a maximum of 40% in the first year and declining on a yearly basis to 5% in the sixth year and 2.5% thereafter. In addition, the company is entitled to manufacturing margins for supplying Periowave Dental with Periowave product for at least two years pursuant to a manufacturing, sustaining, and servicing agreement, and, subject to certain conditions, Ondine will receive management consulting fees of $50,000 per month for up two years pursuant to a management services agreement.

"The sale of the dental healthcare business is a significant milestone for Ondine, enabling us to focus our attention and resources on the development of new products and applications of our platform technology, photodynamic disinfection," said Carolyn Cross, Ondine's chairman and CEO, in a press release.

In addition to developing next-generation technologies for the dental market in support of Periowave, Ondine plans to focus on the development and commercialization of MRSAid, its nonantibiotic nasal decolonization system intended to reduce the rate of methicillin-resistant Staphylococcus aureus (MRSA) infections in hospitals and nursing homes, Cross added.