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ORTHODONTIX/PROTALIX SIGN MERGER AGREEMENT.


Orthodontix, Inc. (BULLETIN BOARD: OTIX.OB) , a publicly-held company located in Miami, Florida “Miami” redirects here. For the Native American tribe, see Miami tribe.

Miami is a major city in southeastern Florida, in the United States. It is the county seat of Miami-Dade County. Miami is a gamma world city with an estimated population of 404,048.
, and Protalix Ltd., an Israeli biotechnology company, have entered into a definitive merger agreement. Under the terms of the agreement, each ordinary share of Protalix will be converted into approximately 594.5 shares of common stock of Orthodontix. The merger is subject to customary covenants and several conditions, and is expected to close in the fourth quarter of 2006.

As a result of the merger, it is expected that Orthodontix shareholders will receive approximately 0.84% of Protalix on a fully diluted basis. Simultaneously with the execution of the merger agreement, a small group of investors, including Dr. Phillip Frost and Glenn Halpryn who own in the aggregate a majority of the outstanding common stock of Orthodontix, agreed to invest $15 million in Protalix pursuant to a stock purchase agreement, in exchange for ordinary shares representing approximately 14% of Protalix on a fully-diluted basis. The investors will also receive warrants to purchase an additional 5% of the ordinary shares of Protalix. The stock purchase is expected to close within a month and is not subject to completion of the merger.

"We are excited by the breadth of Protalix's unique plant cell culture bioreactor bioreactor

a container in which living organisms carry out a biological reaction.
 platform, the quality of the management team and the prospects for the company's products and technology, particularly its lead product for the treatment of Gaucher Disease Gaucher Disease Definition

Gaucher disease is a rare genetic disorder that results in accumulation of fatty molecules called cerebrosides. It can have serious effects on numerous body organs including the liver, spleen, bones and central nervous system.
, which is progressing through the clinical development process," stated Dr. Phillip Frost. "Based upon its unique capabilities to manufacture safe and efficacious ef·fi·ca·cious  
adj.
Producing or capable of producing a desired effect. See Synonyms at effective.



[From Latin effic
 recombinant proteins Since human recombinants have replaced the animal version in human therapeutics, the prefix of "rh" for "human recombinant" appears less and less in the literature Human recombinants that replaced animal or harvested from human types
 for a number of therapeutic areas, we expect that Protalix will establish itself over the coming years as an innovative leader in this area."

Dr. David Aviezer, Protalix's 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.  said: "We are privileged to have Dr. Frost join us as a shareholder and board member. We believe that this investment, made by a top-tier industry leader, provides important recognition to Protalix's technology and vision. We are confident that Protalix's Board of Directors will highly benefit from the knowledge and experience brought by Drs. Frost and Hsiao."

Eli Hurvitz, chairman of Protalix's Board of Directors said: "We are very pleased with Dr. Frost joining Protalix's Board of Directors. This investment is an important milestone in Protalix's pathway to becoming a true international biotech player. We view this as an important sign of confidence in Israeli biotechnology in general and in Protalix in particular. We are looking forward to joining forces with Dr. Frost."

Protalix has developed and patented a unique plant cell culture platform and bioreactor system that provides an efficient, easily scaleable and cost-effective system for the expression of human therapeutic proteins. The company's lead program is the development of Glucocerebrosidase, as a proprietary enzyme replacement therapy Enzyme replacement therapy is a medical treatment replacing an enzyme in patients in whom that particular enzyme is deficient or absent. Usually this is done by giving the patient an intravenous (IV) infusion containing the enzyme.  for the treatment of Gaucher Disease, a genetic metabolic disorder Noun 1. metabolic disorder - a disorder or defect of metabolism
disorder, upset - a physical condition in which there is a disturbance of normal functioning; "the doctor prescribed some medicine for the disorder"; "everyone gets stomach upsets from time to time"
. The drug is slated to begin Phase III clinical trials Noun 1. phase III clinical trial - a large clinical trial of a treatment or drug that in phase I and phase II has been shown to be efficacious with tolerable side effects; after successful conclusion of these clinical trials it will receive formal approval from the  this fall.

In addition to enzymes, Protalix has produced several other classes of biological molecules, including antibodies, hormones, peptide-based veterinary vaccines, and beta interferon, demonstrating that the technology can be extended to these types of therapeutics. Protalix intends to leverage the unique benefits of its biotechnology platform to generate revenue by providing large-scale protein and antibody production capacity to pharmaceutical and biotechnology companies Top 100 Biotechnology Companies
The following is a list of the top 100 biotechnology companies ranked by revenue. The first nine companies qualify for the list of the top 50 pharmaceutical companies.
, thus providing a cost-effective solution for an anticipated worldwide production capacity shortfall. Protalix has also entered into strategic and licensing-based collaborations with several biotechnology and pharmaceutical companies.

The investment will bring additional expertise to an already prominent Protalix Board of Directors. Eli Hurvitz, the Chairman of Protalix is also Chairman of the Board of Teva Pharmaceutical Industries Teva Pharmaceutical Industries Ltd. (Hebrew: טבע תעשיות פרמצבטיות בע"מ), NASDAQ: TEVA is an international pharmaceutical company headquartered in  Ltd., an Israeli generic pharmaceutical company that had $6.5 billion in revenue in 2005. Following the investment, Dr. Phillip Frost, Vice-Chairman of Teva, will become a member of the Board of Directors of Protalix. Dr. Jane Hsiao, who was formerly Vice-Chairman of IVAX Corporation IVAX Corporation was a United States public corporation focused on manufacturing and distributing generic pharmaceutical products. Ivax was acquired by the Israeli company Teva Pharmaceutical Industries in January 2006. External links
  • Ivax Pharmaceuticals homepage
 and who is one of the new investors in Protalix, will also become a director of Protalix. Dr. David Aviezer, the CEO of Protalix, will serve as the CEO of the merged company.

Orthodontix, which has been seeking a business combination, will change its name to Protalix Biotherapeutics, Inc. after the merger and intends to apply for listing on a major stock exchange.

For more information, call 305/371-4112.
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Publication:Worldwide Biotech
Date:Oct 1, 2006
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