Skin rejuvenation and tendon regeneration
products to be commercialized in Greater
China in partnership with YOFOTO (China) Health Industry Co. Ltd
VANCOUVER and NINGBO,
Zhejiang Province, China, July 11,
2018 /CNW/ - RepliCel Life Sciences Inc. (OTCQB: REPCF)
(TSXV: RP) (FRA:P6P2) ("RepliCel" or the "Company"), a company
developing next-generation technologies in aesthetics and
orthopedics, is pleased to announce it has now signed definitive
agreements with YOFOTO (China)
Health Industry Co. Ltd. ("YOFOTO") sealing its partnership to
commercialize three of RepliCel's programs in Greater China.
The deal between the parties represents an investment in
RepliCel by YOFOTO along with milestone payments, minimum program
funding commitments, and sales royalties in exchange for an
exclusive 15-year license to three of RepliCel products for
Greater China (Mainland China,
Hong Kong, Macau, and Taiwan) (the "Territory").
The RepliCel-YOFOTO collaboration is focused on the development
and commercialization in Greater
China of RepliCel's tendon regeneration cell therapy
(RCT-01), skin rejuvenation cell therapy (RCS-01), and its
injection technology in development for dermal applications
(RCI-02) (excluding hair-related treatments).
YOFOTO's up-front investment will be a CDN $5,090,000 purchase of shares at CDN $0.95 per Share and will include 20% warrant
coverage exercisable at CDN $0.95 per
Share for a period of two years. The deal structure also includes
milestone payments (of up to CDN $4,750,000), sales royalties, and a commitment by
YOFOTO to spend a minimum of CDN $7,000,000 on the RepliCel programs and
associated cell processing manufacturing facility over the next
five years in Greater China.
"In 2017 RepliCel delivered successful phase I data in all three
of its cell therapy programs and functioning prototypes of its
next-generation dermal injector," stated RepliCel President &
CEO, R. Lee Buckler. "We were
committed to delivering a landmark partnership to RepliCel
shareholders in 2018. The partnership with YOFOTO represents such a
deal and provides RepliCel with not only an outstanding partner in
Greater China but capital to move
our programs forward in Europe and
North America."
"YOFOTO is a fast-growing company built on values related to
beauty and healthy, active lifestyles," stated YOFOTO Chairman Mr.
Huang Jin Bao. "As a key part of
developing and commercializing products related to these core
values for our consumers, we are committed to being a leader in
China in the commercialization of
regenerative medicines. The RepliCel cell therapy and injection
technologies focused on skin rejuvenation and tendon repair, are
important building blocks in YOFOTO's strategic healthcare vision.
We are pleased to have structured a deal with RepliCel which
results in YOFOTO not only being a development partner and
commercial licensee but also an investor committed to contributing
to RepliCel's global success."
The Deposit already paid by YOFOTO pursuant to the earlier
signing of the binding term sheet remains in escrow pending
closing. As part of the Transaction, the
Company has agreed to grant YOFOTO certain financing
participation rights along with a board seat nomination. Upon
YOFOTO meeting certain defined conditions, relevant Chinese
patents, once issued in China,
will be assigned to a YOFOTO-owned Canadian subsidiary, with
detailed assignment reversion rights upon failure to meet defined
targets.
Closing of the Transaction represented in the
signed agreements between the parties is subject to approval
of the TSX Venture Exchange,
and other applicable regulatory authorities
including but not limited to the reviews and approvals by the State
Administration of Foreign Exchange of China and other Chinese foreign investment
regulatory authorities.
About YOFOTO
YOFOTO (China) Health Industry Co., Ltd was
established in 2004 as a company engaged in the health and consumer
products industry. For example, YOFOTO has registered 31 different
nutraceuticals with the State Food and Drug Administration
(China). With a wide range of
successful commercial products in the food, personal health care,
and household categories, YOFOTO is now diversifying into
higher-value health-related products and services such as genetic
and blood testing, regenerative medicine, and destination
health-treatment clinics. As part of its strategy, YOFOTO has made
several investments outside of China. Its current expansion includes a global
R&D production base, organic food base, natural cosmetic
R&D center, a conference center, yacht club and health spa
resort.
YOFOTO employs a winner of Nobel Prize in physiology and
medicine, Professor Richard Roberts,
who heads the YOFOTO Global Products Advisory Committee, and also
leads collaborations with several leading scientific research
institutions. At present, YOFOTO has registered over 700 trademarks
and attained over 60 patents. YOFOTO has 32 provincial branches in
China and, in 2009, began
international expansion into Russia, Vietnam, Thailand and Cameroon. At the same time,
YOFOTO began active participation in the Asia-Pacific Economic
Cooperation (APEC) forum. YOFOTO Chairman of YOFOTO, Mr.
Huang Jin Bao, was elected to be the
member of the first APEC Chinese Industry and Commerce
Council.
About RepliCel Life Sciences
RepliCel is a
regenerative medicine company focused on developing cell therapies
for aesthetic and orthopedic conditions affecting what the Company
believes is approximately one in three people in industrialized
nations, including aging/sun-damaged skin, pattern baldness, and
chronic tendon degeneration. These conditions, often
associated with aging, are caused by a deficit of healthy cells
required for normal tissue healing and function. The Company's
product pipeline is comprised of RCT-01 for tendon repair, RCS-01
for skin rejuvenation, and RCH-01 for hair restoration. RCH-01 is
currently being co-developed with, and under exclusive license by,
Shiseido for certain Asian countries. All product candidates are
based on RepliCel's innovative technology, utilizing cell
populations isolated from a patient's healthy hair follicles.
RepliCel has also developed a proprietary injection device, RCI-02,
optimized for the administration of its products and licensable for
use with other dermatology applications. Please
visit www.replicel.com for additional information.
Neither TSX Venture Exchange nor its
Regulation Services Provider (as that term is defined in policies
of the TSX Venture Exchange) accepts responsibility for the
adequacy or accuracy of this release.
Disclaimer for Forward-Looking Statements
This press release contains forward-looking statements and
information that involve various risks and uncertainties regarding
future events, including, but not limited to, statements regarding:
(i) the completion of the Transaction with YOFOTO; (ii) the
terms of the Transaction and the milestone, program funding and
royalty payments to be made in connection with the Transaction; and
(iii) the closing of the Transaction.
These statements are only predictions and involve known and
unknown risks which may cause actual results and the Company's
plans and objectives to differ materially from those expressed in
the forward-looking statements, including: risks related to the
Company and YOFOTO being able to negotiate and enter
into the definitive agreements required for the
Transaction, risks related to the Company obtaining the approval of
the TSX-V and its shareholders, risks related to YOFOTO obtaining
consent for the Transaction from the required parties and
applicable regulatory authorities; risks that the
Company's products may not perform as, or have the
benefits, expected; risks that the Company's
products may not be accepted and
adopted by the public; the risk that the Company will not
obtain CE mark clearance for its injector device; the
risk that there will be delays enrolling clinical trial
participants; the risk that the Company will receive negative
results from the Company's clinical trials; the effects of
government regulation on the Company's business; risks associated
with the Company obtaining all necessary regulatory approvals for
its various programs; risks associated with the Company's ability
to obtain and protect rights to its intellectual property; risks
and uncertainties associated with the Company's ability to raise
additional capital; and other factors beyond the Company's control.
Although the Company believes that the expectations reflected in
the forward-looking statements are reasonable, it cannot guarantee
future results, levels of activity or performance. Further, any
forward-looking statement speaks only as of the date on which such
statement is made and, except as required by applicable law, the
Company undertakes no obligation to update any forward-looking
statement to reflect events or circumstances after the date on
which such statement is made or to reflect the occurrence of
unanticipated events. New factors emerge from time to time, and it
is not possible for management to predict all of such factors and
to assess in advance the impact of such factors on the Company's
business or the extent to which any factor, or combination of
factors, may cause actual results to differ materially from those
contained in any forward-looking statement. Readers should consult
all of the information set forth herein and should also refer to
the risk factor disclosure outlined in the Company's annual report
on Form 20-F for the fiscal year ended December 31, 2016 and other periodic reports
filed from time-to-time with the Securities and Exchange Commission
on Edgar at www.sec.gov and with the British Columbia Securities
Commission on SEDAR at www.sedar.com.
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SOURCE RepliCel Life Sciences Inc.