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CELLPRO AND CORANGE DIFFER ON COLLABORATION TERMS.


SEATTLE--(BUSINESS WIRE)--March 31, 1995--CellPro Inc. announced today that it has received a communication from Corange International Ltd., the Bermuda-based parent company of Boehringer Mannheim and DuPuy Orthopedics orthopedics (ôrthəpē`dĭks), medical specialty concerned with deformities, injuries, and diseases of the bones, joints, ligaments, tendons, and muscles. , in which Corange has stated that it believes that the diagnostics collaboration agreement between the two parties is unenforceable Adj. 1. unenforceable - not enforceable; not capable of being brought about by compulsion; "an unenforceable law"; "unenforceable reforms"
enforceable - capable of being enforced
 and that the therapeutics therapeutics

Treatment and care to combat disease or alleviate pain or injury. Its tools include drugs, surgery, radiation therapy, mechanical devices, diet, and psychiatry.
 collaboration agreement between them violates applicable European antitrust laws antitrust laws n. acts adopted by Congress to outlaw or restrict business practices considered to be monopolistic or which restrain interstate commerce. The Sherman Antitrust Act of 1890 declared illegal "every contract, combination....  unless amended in accordance Accordance is Bible Study Software for Macintosh developed by OakTree Software, Inc.[]

As well as a standalone program, it is the base software packaged by Zondervan in their Bible Study suites for Macintosh.
 with the terms of the agreement.

Further, Corange has stated that, as a result of its belief in the unenforceability of the collaborative agreements, CellPro will be unable to satisfy the conditions for closing the $60 million investment scheduled for April 1995 under the equity agreement between the parties. CellPro disputes Corange's assertions, and intends to vigorously pursue this matter and to call upon Corange to perform all of its obligations, including its second equity investment.

In December 1993, the two companies entered into an equity agreement pursuant to which Corange committed to invest a total of $110 million in CellPro through the purchase of CellPro Common Stock. Under separate collaboration agreements, Corange also committed to make payments to CellPro that could total as much as $55 million in research and development funding and a further $45 million in milestone payments, in exchange for certain rights to therapeutic and diagnostic products being developed by CellPro. CellPro also received $10 million upon signing of these agreements.

In January 1994, Corange made its initial equity investment of $50 million in CellPro under the equity agreement by purchasing 1,160,362 newly issued shares of CellPro's Common Stock at $43.09 per share. The equity agreement generally provides that in April 1995, Corange will make a second equity investment of $60 million by purchasing newly issued shares of CellPro Common Stock at a price that will be determined according to according to
prep.
1. As stated or indicated by; on the authority of: according to historians.

2. In keeping with: according to instructions.

3.
 a formula, which is expected to result in a price of $47.40 per share.

Since entering into this strategic alliance with CellPro, Corange has made significant changes in its management, apparently resulting in a reassessment Reassessment

The process of re-determining the value of property or land for tax purposes.

Notes:
Property is usually reassessed on an annual basis. You may request a "reassessment" if you disagree with your assessment.
 of this strategic alliance. CellPro has informed Corange that it rejects Corange's assertions with respect to the agreements and that CellPro has performed all of its obligations to date, continues to stand ready to perform its obligations under the collaboration, and looks to Corange to do the same.

Richard D. Murdock, president and 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 CellPro, stated, "There apparently has been a great deal of speculation in the financial community with respect to our relationship with Corange. Although we do not, as a matter of policy, address speculation and rumors For other uses, see Rumor (disambiguation).

Rumors is a farcical play by Neil Simon.

At its start, several affluent couples gather in the posh suburban residence of a couple for a dinner party celebrating their tenth anniversary.
, we thought it prudent to inform our stockholders of this development. We intend to pursue as required the remedies available to us under the agreements for Corange's failure to honor its promises in respect to research and development funding and milestone payments. In addition, should Corange dishonor To refuse to accept or pay a draft or to pay a promissory note when duly presented. An instrument is dishonored when a necessary or optional presentment is made and due acceptance or payment is refused, or cannot be obtained within the prescribed time, or in case of bank collections,  its undertaking in respect of further equity investment when that performance is due, we intend to seek all remedies available under law."

Based in Bothell, Wash., CellPro Inc. is a biotechnology company specializing in the development, manufacturing and marketing of proprietary, continuous-flow cell-selection systems for use in a variety of therapeutic, diagnostic and research applications.

CONTACT: CellPro Inc.

Lee M. Parker, 206/485-7644
COPYRIGHT 1995 Business Wire
No portion of this article can be reproduced without the express written permission from the copyright holder.
Copyright 1995, Gale Group. All rights reserved. Gale Group is a Thomson Corporation Company.

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Publication:Business Wire
Date:Mar 31, 1995
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