Cellegy Pharmaceuticals Inc, a specialty biopharmaceutical company has entered into a definitive agreement to acquire Biosyn Inc, a privately-held biopharmaceutical company in Huntingdon Valley, Pennsylvania. The addition of Biosyn, which leads in the development of a novel contraceptive gel for the prevention of HIV in women, expands Cellegy's near term product pipeline and complements Cellegy's women's health focus, according to a company release.

Under terms of the agreement, Cellegy will exchange of 2.5 million Cellegy common shares for 100 per cent of Biosyn's issued and outstanding capital stock. Cellegy also will inject $3.25 million into the business in order to satisfy certain balance sheet liabilities and will pay up to an additional $15 million upon launch of Biosyn's lead product, Savvy (C31G 1% vaginal gel), in the United States and selected major overseas markets.

Savvy is a contraceptive gel for use by women to protect against the possible contraction of HIV-AIDS. The gel, part of a class of drugs known as microbicides, is acknowledged to be the most advanced product in the race to demonstrate efficacy of microbicides in the prevention of HIV. In addition to HIV, Savvy has also shown activity that suggests protection against other sexually transmitted diseases (STDs), including those caused by herpes simplex virus (HSV), chlamydia, trichomonas, gonorrhea and syphilis. Two other promising anti-HIV product candidates with different modes of action are also in Biosyn's pipeline.

K Michael Forrest, Cellegy's president and CEO said, "We are delighted to welcome Anne-Marie Corner and the Biosyn team to the Cellegy family. The Biosyn team is highly regarded and has made impressive progress with its pipeline. We are extremely enthusiastic about the company's potential and the highly complementary strategic fit with our business model. We are proud to be taking the lead with a women's healthcare product that is the most clinically advanced microbicide in the HIV prevention field, and which, when approved, will address a major unmet medical need. Also, it is very rare to find a company that has such substantial grant funding commitments for its phase 3 trials as well as for its additional pipeline products."

Forrest continued, "The business combination with Biosyn reinforces Cellegy's position as a leading specialty pharmaceutical company strategically focused on products to treat unmet medical needs in the areas of gastroenterology, women's health care and sexual dysfunction. Our lead gastroenterology product, Cellegesic (nitroglycerin ointment), is already approved in the United Kingdom and is currently under US FDA review. Savvy and Tostrelle (testosterone gel) provide our women's health franchise with two high-potential products in advanced clinical trials."

Anne-Marie Corner, Biosyn's president and CEO said, "A comprehensive review of strategic alternatives, a competitive process and significant due diligence resulted in our decision to combine with Cellegy. Cellegy's clinical and regulatory capabilities as well as their strategic focus in women's health care with Tostrelle for sexual dysfunction and Cellegesic for dyspareunia makes Cellegy a perfect commercial partner for Biosyn. We are very pleased to be joining the Cellegy team."

Cellegy expects Biosyn's employees to remain with the Company at the Pennsylvania headquarters under the direction of Anne-Marie Corner, Biosyn's president and CEO. In the combined Company, Ms. Corner, will be named senior vice president, Women's Preventive Health and will report to Cellegy's president and CEO, K. Michael Forrest.

The closing of the transactions contemplated by the definitive acquisition agreement is subject to the satisfaction of customary conditions. Cellegy will file a registration statement after the transaction's closing to cover the resale of shares issued to Biosyn shareholders from time to time after 90 days from the completion of the acquisition.

Cellegy Pharmaceuticals is a specialty biopharmaceutical company that develops and commercializes prescription drugs for the treatment of gastrointestinal disorders, women's health care conditions, including sexual dysfunction, and certain cancers.