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ADVANCED TISSUE SCIENCES AND NEOMORPHICS SIGN DEFINITIVE ACQUISITION AGREEMENT

 ADVANCED TISSUE SCIENCES AND NEOMORPHICS
 SIGN DEFINITIVE ACQUISITION AGREEMENT
 LA JOLLA, Calif., Aug. 4 /PRNewswire/ -- Advanced Tissue Sciences Inc. (NASDAQ-NMS: ATIS) announced today that it has entered into a definitive agreement for the acquisition of Neomorphics Inc., a Cambridge, Mass.-based, venture capital-backed research and development company focusing on the engineering of human tissue and organ transplants and the development of advanced biomaterials. Neomorphics sponsors a variety of research programs conducted by more than 35 scientists at Massachusetts Institute of Technology (M.I.T.) and Children's Hospital, an affiliate of Harvard Medical School, and holds several patent licenses and licensing rights to future patents arising from such programs.
 The acquisition is scheduled to close in the third quarter, subject to completion of certain conditions. The acquisition will be accomplished by an exchange of all of Neomorphics' stock for shares of the company's common stock valued at $21 million. The initial portion of the acquisition price -- $6 million of Advanced Tissue Sciences' stock -- will be distributed at the closing, and the balance will be issued approximately six months following the closing. The number of shares of the company's common stock, if any, to be issued on each occasion will be based upon the average closing market price of the stock over the 20 trading days immediately preceding each such distribution. Advanced Tissue Sciences will retain the right to pay any portion of the purchase price in cash.
 "We expect the acquisition of Neomorphics to enhance our access to new tissue engineering technologies that complement our own, and to accelerate our future product development," said Gail K. Naughton, Ph.D., executive vice president and chief operating officer of Advanced Tissue Sciences.
 Neomorphics sponsors research at M.I.T. and Children's Hospital. Robert S. Langer, Sc.D., leads the Sponsored Research Program at M.I.T., and Joseph P. Vacanti, M.D., leads the Sponsored Research Program at Children's Hospital. This work will complement Advanced Tissue Sciences' own patented core technology which makes possible the growth of living three-dimensional tissues on biocompatible matrices outside the body. Vacanti is preeminent in the field of pediatric liver transplantation. Together with Langer, he has developed a variety of novel approaches for the implantation of engineered tissues including liver, cartilage, bone and gastrointestinal tract. Vacanti will also bring to the company unique surgical resources for performing preclinical and clinical studies of laboratory-grown tissues.
 "The acquisition of Neomorphics by Advanced Tissue Sciences is further evidence of the importance of tissue engineering as an evolving new technique with a tangible product pipeline," Neomorphics' President and Chief Executive Officer Sherri Oberg, added. "Our stockholders are excited by the prospect of continued participation in Advanced Tissue Sciences' achievements."
 Advanced Tissue Sciences is a tissue engineering company engaged in the growth of human tissue and organs for potential therapeutic and laboratory applications. Using its proprietary three-dimensional culture system, the company has successfully replicated a variety of human tissues including skin, cartilage, oral mucosa, bone marrow and liver.
 -0- 8/4/92
 /CONTACT: Michael V. Swanson, VP-finance of Advanced Tissue Sciences, 619-450-5749/
 (ATIS) CO: Advanced Tissue Sciences Inc., Neomorphics Inc. ST: California, Massachusetts IN: MTC SU: TNM


LS-KJ -- SD001 -- 6477 08/04/92 08:07 EDT
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Publication:PR Newswire
Date:Aug 4, 1992
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