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Executive Summary

UPJOHN LICENSING CLINICAL TECHNOLOGIES' ORAL PEPTIDE DELIVERY system for use with an unnamed pharmaceutical agent under an agreement reached May 16. Upjohn will pay Elmsford, N.Y.-based Clinical Technologies Associates $1 mil. over a one-year period, and also will purchase 87,000 shares of CTA common stock at$11.56 per share, totaling about another $1 mil. The latter part of the agreement is subject to termination before July 25, 1990 and the selection of an alternative compound for development. Clinical Technologies has roughly 4 mil. shares outstanding. Upjohn subsequently will pay Clinical Technologies an option exercise fee to obtain an exclusive license for an oral formulation of the compound. Upjohn will pay the firm an annual fee until an NDA is filed for the product and then a minimum annual royalty if marketing approval is received. Clinical Technologies also has granted Upjohn a right to first refusal for use of its technology with two other pharmaceutical agents and certain veterinary products. While neither firm would disclose compounds involved in the agreement, both Upjohn's Marogen erythropoietin product and its heparin sodium products,now marketed in injectable form, are examples of the types of drugs that could be delivered with the Clinical Technologies system. Clinical Technologies' delivery system enables the oral administration of drugs that were previously unavailable orally, including peptides such as insulin, mucopolysaccharides such as heparin, and blood growth factors ("The Pink Sheet" Feb. 19, T&G-4). The technology allows drugs to pass through the digestive system intact and enter the blood stream to be metabolized. Clinical Technologies said it has been advised that a patent on the technology is forthcoming, although formal documentation has not yet been issued. The agreement stipulates that Upjohn was to purchase first 21,750 shares of Clinical Technologies stock by May 31, with the remaining 65,250 shares to be purchased provided that the agreement is not terminated. Upjohn also has the option to buy an additional 87,000 shares at $17.34 per share. Clinical Technologies has been in operation since November 1985. Its clients include Robins, ICI Americas, American Cyanamid, Carter-Wallace, Ciba-Geigy and Genetics Institute. Late last year, American Home declined to renew its agreement with the company after an oral heparin formulation development project with subsidiary Wyeth-Ayerst did not pan out. The agreement between Clinical Technologies and Genetics Institute involves oral formulation of blood growth products. Genetics Institute's blood growth factors in development include erythropoietin, granulocyte macrophage-colony stimulating factor (GM-CSF), and M-CSF.

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