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Biophan Announces Amendment to $30 Million Common Stock Purchase Agreement; Facility Provides Company Flexible Financing Option at Its Election.


ROCHESTER, N.Y. -- Biophan Technologies, Inc. (OTCBB OTCBB

See OTC Bulletin Board (OTCBB).
: BIPH BIPH Bogomoletz Institute of Physiology (National Academy of Sciences; Ukraine) ; FWB (Fixed Wireless Broadband) See fixed wireless. : BTN BTN

In currencies, this is the abbreviation for the Bhutan Ngultrum.

Notes:
The currency market, also known as the Foreign Exchange market, is the largest financial market in the world, with a daily average volume of over US $1 trillion.
), a developer of next-generation biomedical technology, has amended an earlier agreement with financing partner SBI SBI Special Background Investigation
SBI Subsidiary Body for Implementation
SBI State Bank of India
SBI Secure Border Initiative
SBI Small Business Institute
SBI Stockholm Brain Institute
SBI Serious Bacterial Infection
SBI Society of Breast Imaging
 Brightline XI, LLC (Logical Link Control) See "LANs" under data link protocol.

LLC - Logical Link Control
 for the sale of up to 10 million shares of its common stock. The shares are to be sold in tranches of 1 million shares each at a weighted average price of $3.00 per share, assuming the full $30 million were utilized. The amendment clarifies Biophan's right to determine the dates of sale of share traunches to SBI.

The agreement requires SBI to purchase up to 10 million shares of Biophan's common stock on the dates Biophan elects, for an aggregate purchase price of $30 million. The amendment filed today was intended to remove from the stock purchase agreement any ambiguity regarding the date and time at which SBI is obligated ob·li·gate  
tr.v. ob·li·gat·ed, ob·li·gat·ing, ob·li·gates
1. To bind, compel, or constrain by a social, legal, or moral tie. See Synonyms at force.

2. To cause to be grateful or indebted; oblige.
 to purchase Biophan shares.

Biophan is not obligated to sell any shares to SBI unless and until it elects to do so. There are no warrants or price resets involved in the transaction. SBI's obligation to purchase the shares becomes effective once the shares are registered. Biophan expects to exercise its right to sell shares to SBI as the Company deems it necessary to fund business operations and development activities.

"Biophan is grateful for the continuing support of SBI and its renewed commitment to buy shares of the Company's stock at prices that are currently above market," said Michael Weiner, CEO (1) (Chief Executive Officer) The highest individual in command of an organization. Typically the president of the company, the CEO reports to the Chairman of the Board.  of Biophan.

About Biophan Technologies

Biophan develops and markets cutting-edge technologies designed to make biomedical bi·o·med·i·cal
adj.
1. Of or relating to biomedicine.

2. Of, relating to, or involving biological, medical, and physical sciences.
 devices safe and image compatible with the magnetic resonance imaging magnetic resonance imaging (MRI), noninvasive diagnostic technique that uses nuclear magnetic resonance to produce cross-sectional images of organs and other internal body structures.  (MRI 1. (application) MRI - Magnetic Resonance Imaging.
2. MRI - Measurement Requirements and Interface.
) environment. The Company develops technologies that enable medical systems such as pacemakers, interventional surgical devices such as catheters and guidewires, and implants such as stents to be safely and/or effectively imaged under MRI. Biophan is developing these same technologies to provide new MRI contrast agents. Other applications include drug delivery and power systems which derive energy from body heat. Biophan also has an equity position in MYOTECH, LLC to assist in development and commercialization of an MRI compatible cardiac assist device - the MYO-VAD(TM).

Committed to growth through innovation and developmental leadership, Biophan and its licensors now hold a total of 156 U.S. patents, licenses, or applications, plus international applications. This total includes 45 issued U.S. patents, 7 recently-allowed applications that will issue as patents in the near future, and 104 pending applications at various stages of examination at the U.S. Patent and Trademark Office. The patents cover areas including nanotechnology (nanomagnetic particle coatings), medical device designs, radio frequency filters, polymer composites, thermoelectric materials which generate electricity from body heat, and photonics. Biophan has joint development and licensing agreements with Boston Scientific and NASA's Ames Center for Nanotechnology. Biophan's goal is to make all biomedical devices capable of safely and successfully working with MRI, and delivering other technologies which will improve quality of life. Biophan is also listed on the Frankfurt Stock Exchange Frankfurt Stock Exchange

The largest of Germany's eight securities exchanges, operated by Deutsche Borse AS.
 under the ticker symbol Ticker Symbol

An arrangement of characters (usually letters) representing a particular security listed on an exchange or otherwise traded publicly. When a company issues securities to the public marketplace, it selects an available ticker symbol for its securities which investors
 BTN. For more information, please visit www.biophan.com.

Cautionary Statement Regarding Forward-Looking Statements

Certain statements included in this press release may constitute forward-looking statements within the meaning of applicable securities laws. These statements reflect what Biophan anticipates, expects, or believes may happen in the future. Biophan's actual results could differ materially from the outcome or circumstance expressed or implied by such forward-looking statements as a result of a variety of factors including, but not limited to: Biophan's ability to develop its technologies; the approval of Biophan's patent applications; the successful implementation of Biophan's research and development programs; the ability of Biophan to demonstrate the effectiveness of its technology; the acceptance by the market of Biophan's technology and products incorporating such technology, the ability of Biophan to effectively negotiate and enter into contracts with medical device manufacturers for the licensing of Biophan's technology; competition; the ability of Biophan to raise capital to fund its operating and research and development activities until it generates revenues sufficient to do so; and the timing of projects and trends in future operating performance, as well as other factors expressed from time to time in Biophan's periodic filings with the Securities and Exchange Commission (the "SEC"). As a result, this press release should be read in conjunction with Biophan's periodic filings with the SEC which are incorporated herein by reference. The forward-looking statements contained herein are made only as of the date of this press release, and Biophan undertakes no obligation to publicly update such forward-looking statements to reflect subsequent events or circumstances.
COPYRIGHT 2006 Business Wire
No portion of this article can be reproduced without the express written permission from the copyright holder.
Copyright 2006, Gale Group. All rights reserved. Gale Group is a Thomson Corporation Company.

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Publication:Business Wire
Geographic Code:1USA
Date:Jan 9, 2006
Words:756
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