Ondine Biopharma signs LOI with JS Dental Technologies

Ondine Biopharma, a biotechnology company, has entered into a non-binding letter of intent with JS Dental Technologies, a Toronto-based firm to purchase the company’s dental healthcare business.

Subject to the execution of definitive agreements and Ondine shareholder approval, the proposed transaction would provide Ondine with continued economic benefits and cash flows to be used for the development of expanded applications of the company’s photodisinfection platform technology.

Under the terms of the proposal, Ondine and JS Dental Technologies will collaborate on sales and marketing of the Periowave photodisinfection technology. Ondine would receive a stream of milestone payments which range from $200,000 to $12.5 million based on cumulative sales thresholds ranging from $10 million to $1 billion achieved via the collaborative arrangement with JS Dental.

In the event of a subsequent sale to a third party, Ondine would receive, in lieu of further royalties and milestone payments, a percentage of all proceeds of such sale, up to a maximum of 40% in the first year and declining on a yearly basis to 5% in the sixth year and 2.5% thereafter. Ondine will also receive an up-front cash payment of C$725,000, royalties, manufacturing margins, and management consulting and product development fees.

Upon completion of the proposed transaction, Ondine will focus on further advancing its MRSAid nasal decolonization system, which kills bacteria in the nasal passages, a key reservoir for methicillin-resistant Staphylococcus aureus (MRSA) and significant source of MRSA infections.

Carolyn Cross, chairman and CEO of Ondine, said: We believe that this proposed sale will ensure that Periowave not only continues to grow as a leading dental technology to combat gum disease, but will also be expanded to assist dental professionals in treating other oral infections.