-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, KWRuRvRpqZuwZT3bMo70sU5GWthGoq/R2KlBR23rhQBlDCoVUdoBFkzfP7OHSXUa y2djGrXxvvKuzf8deFAlOQ== 0001169232-03-004952.txt : 20030806 0001169232-03-004952.hdr.sgml : 20030806 20030806123103 ACCESSION NUMBER: 0001169232-03-004952 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20030722 ITEM INFORMATION: Acquisition or disposition of assets ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20030806 FILER: COMPANY DATA: COMPANY CONFORMED NAME: INTEGRATED BIOPHARMA INC CENTRAL INDEX KEY: 0001016504 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 133035216 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-31668 FILM NUMBER: 03825580 BUSINESS ADDRESS: STREET 1: 201 ROUTE 22 CITY: HILLSIDE STATE: NJ ZIP: 07205 BUSINESS PHONE: 9739260816 MAIL ADDRESS: STREET 1: 201 ROUTE 22 CITY: HILLSIDE STATE: NJ ZIP: 07205 FORMER COMPANY: FORMER CONFORMED NAME: INTEGRATED HEALTH TECHNOLOGIES INC DATE OF NAME CHANGE: 20020912 FORMER COMPANY: FORMER CONFORMED NAME: CHEM INTERNATIONAL INC DATE OF NAME CHANGE: 19960716 8-K 1 d56479_8k.txt CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------- FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 22, 2003 INTEGRATED BIOPHARMA, INC. (Exact Name of Registrant as Specified in Charter) Delaware 000-28876 22-2407475 (State or Other Jurisdiction (Commission (IRS Employer of Incorporation) File Number) Identification No.) 201 Route 22, Hillside, New Jersey 07205 (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code (973) 926-0816 NOT APPLICABLE (Former Name or Former Address, if Changed Since Last Report) ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS On July 22, 2003, Integrated BioPharma, Inc. (the "Company") completed its acquisition of ninety-seven (97%) percent of the shares of common stock of Paxis Pharmaceuticals, Inc. (f/k/a Tisorex Inc.), a Delaware corporation ("Paxis") based in Boulder, Colorado. The Company acquired forty-seven (47%) percent of the shares of Paxis from the Non-TIS Shareholders (as defined herein) pursuant to an Assignment Agreement dated as of July 1, 2003 (the "Assignment Agreement") by and between the Company, Trade Investment Services, L.L.C. ("TIS"), Vasili Patarkalishvili, VAP LLC, The James S. Friedlander Revocable Trust, Aqela LLC and Natela Patarkalishvili (the "Non-TIS Shareholders") in consideration for an assignment of the Company's fifty (50%) percent interest in NatEx Georgia, L.L.C. ("NatEx"), a limited liability company formed in the Republic of Georgia, to the Non-TIS Shareholders. The Company also completed its acquisition of fifty (50%) percent of the shares of Paxis from TIS, which funded Paxis' and NatEx' development, pursuant to the terms of a certain Purchase Agreement dated as of February 1, 2003 (the "Purchase Agreement"), in consideration for TIS receiving from the Company $500,000 and twenty-five percent (25%) of the after-tax profits of Paxis until TIS has received an additional $49,500,000. In addition, TIS assigned to the Company a loan receivable in the principal amount of $4,500,000 from Paxis, and the Company assumed TIS' loan payable in the principal amount of $4,500,000 to the Bank of America, pursuant to an Assignment and Assumption Agreement dated as of July 1, 2003 by and among the Company, TIS and Paxis. The Company also assumed an obligation of approximately $200,000 in principal amount initially advanced by TIS to Paxis. The Company expects to acquire the remaining three (3%) percent of the Paxis shares currently held by Dean P. Stull, President of Paxis, during this calendar quarter. Paxis is a private company organized to manufacture and distribute cGMP API Paclitaxel, a leading cancer therapy drug at its Boulder, Colorado manufacturing facility. The Company intends to continue to support Paxis in its efforts to manufacture and distribute cGMP API Paclitaxel. Paxis has not had any revenues to date. Additional capital will be needed by Paxis to begin selling the bulk Paclitaxel. Paxis is subject to various risks associated with a new venture including, among others, setting up and operating manufacturing facilities, complying with regulatory requirements for manufacturing pharmaceutical products, marketing and selling the cGMP API Paclitaxel and operating profitably. There can be no assurance that Paxis can be operated profitably. E. Gerald Kay, the President and Chairman of the Board of the Company and beneficial owner of approximately fifty percent (50%) of the stock of the Company (or, approximately sixty-two percent (62%) if family trusts of which he is a Trustee are attributed to him), is the owner of one-third (1/3) of the equity of TIS. Robert B. Kay, the brother of E. Gerald Kay, is also the owner of one-third (1/3) of the equity of TIS. Carl DeSantis, the father of Dean DeSantis who is a director of the Company, is the owner of one-third (1/3) of the equity of TIS. ITEM 5. OTHER EVENTS AND REQUIRED FD DISCLOSURE Paxis entered into a letter of intent dated July 16, 2003 with Chatham Biotec, Ltd. ("Chatham"), a Canadian company in the biomass harvesting and drying business, to form a Canadian-based joint venture to produce extract and intermediate precursor Paclitaxel in Canada from Canadian Taxus trees supplied by Chatham using Paxis' extraction expertise in an existing extraction facility currently controlled by Chatham. The joint venture will be required to supply Paxis' requirements for extract at cost from which Paxis will produce its Paclitaxel and related products, and the joint venture will sell extract and intermediate products to third parties. 2 Forward-Looking Statements Statements in this section regarding the Company's intention to consummate the transactions described above are forward-looking statements. There are a number of important factors that could cause actual events to differ materially from those suggested or indicated by such forward-looking statements. These include, among others, the need to raise equity capital, results of due diligence, general economic conditions, and other factors identified in the Company's Annual Report on Form 10-KSB and most recent Quarterly Reports on Form 10-QSB filed with the Securities and Exchange Commission. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (a) Financial Statements The financial statements required by this report will be filed by amendment hereto no later than sixty (60) days after the date this report is filed. (b) Pro Forma Financial Information The financial information required by this report will be filed by amendment hereto no later than sixty (60) days after the date this report is filed. (c) Exhibits 2.1 Purchase Agreement dated as of February 1, 2003 by and between Integrated Health Technologies, Inc. and Trade Investment Services, L.L.C. re: NatEx Georgia, L.L.C. (incorporated by reference from the 8-K filed on February 26, 2003, as amended by an 8-K/A filed on April 25, 2003). 2.2 Purchase Agreement dated as of February 1, 2003 by and between Integrated Health Technologies, Inc. and Trade Investment Services, L.L.C. re: TisorEx, Inc. (k/n/a Paxis Pharmaceuticals, Inc.) (incorporated by reference from the 8-K filed on February 26, 2003). 2.3 Assignment Agreement dated as of July 1, 2003 by and between Integrated BioPharma, Inc., Trade Investment Services L.L.C., Vasili Patarkalishvili, VAP LLC, The James S. Friedlander Revocable Trust, Aqela LLC and Natela Patarkalishvili.* 2.4 Assignment and Assumption Agreement dated as of July 1, 2003 by and among Integrated BioPharma, Inc., Trade Investment Services, L.L.C. and Paxis Pharmaceuticals, Inc.* 99.1 Press Release dated July 22, 2003 reporting the acquisition by the Integrated BioPharma, Inc. of 97% of the shares of Paxis Pharmaceuticals, Inc.* * Filed herewith. 3 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. INTEGRATED BIOPHARMA, INC. Date: August 5, 2003 By: /s/Eric Friedman ---------------- Name: Eric Friedman Title: Vice President 4 Exhibit Index Exhibit Number Description - -------------- ----------- 2.1 Purchase Agreement dated as of February 1, 2003 by and between Integrated Health Technologies, Inc. and Trade Investment Services, L.L.C. re: NatEx Georgia, L.L.C. (incorporated by reference from the 8-K filed on February 26, 2003 as Exhibit 2.1, as amended by an 8-K/A filed on April 25, 2003). 2.2 Purchase Agreement dated as of February 1, 2003 by and between Integrated Health Technologies, Inc. and Trade Investment Services, L.L.C. re: TisorEx, Inc. (k/n/a Paxis Pharmaceuticals, Inc.) (incorporated by reference from the 8-K filed on February 26, 2003 as Exhibit 2.2). 2.3 Assignment Agreement dated as of July 1, 2003 by and between Integrated BioPharma, Inc., Trade Investment Services L.L.C., Vasili Patarkalishvili, VAP LLC, The James S. Friedlander Revocable Trust, Aqela LLC and Natela Patarkalishvili.* 2.4 Assignment and Assumption Agreement dated as of July 1, 2003 by and among Integrated BioPharma, Inc., Trade Investment Services, L.L.C. and Paxis Pharmaceuticals, Inc.* 99.1 Press Release dated July 22, 2003 reporting the acquisition by the Integrated BioPharma, Inc. of 97% of the shares of Paxis Pharmaceuticals, Inc.* * Filed herewith. 5 EX-2.3 3 d56479_ex2-3.txt ASSIGNMENT AGREEMENT Exhibit 2.3. Assignment Agreement dated as of July 1, 2003 ASSIGNMENT AGREEMENT This Assignment Agreement, dated as of July 1, 2003 (this "Assignment Agreement"), by and among Integrated BioPharma, Inc. ("IBP"), Trade Investment Services, L.L.C. ("TIS"), Vasili Patarkalishvili ("VP"), VAP LLC, The James S. Friedlander Revocable Trust, Aqela LLC and Natela Patarkalishvili (collectively, with VP , the "Non-TIS Shareholders"). ARTICLE I WHEREAS, the parties hereto and certain other related persons are executing a settlement agreement, dated as of the date hereof (the "Settlement Agreement") (terms used but not defined herein shall have the meanings assigned to such terms in the Settlement Agreement); WHEREAS, IBP and VP currently each own half of the equity interests in NatEx Georgia LLC ("NatEx"); WHEREAS, TIS currently owns 50% of the capital stock, and the NatEx Parties other than NatEx (collectively, the "Non-TIS Shareholders") currently own 47% in the aggregate of the capital stock, of Paxis Pharmaceuticals, Inc. ("Paxis"); WHEREAS, TIS has agreed to sell all of its shares of Paxis capital stock to IBP (the "TIS/IBP Transaction"); WHEREAS, as a result of the disputes between TIS and the Non-TIS Shareholders that led to the entering into of the Settlement Agreement, the parties hereto deem it advisable that TIS and IBP, on the one hand, and the Non-TIS Shareholders, on the other hand, not remain co-owners of NatEx and Paxis; WHEREAS, the parties hereto desire that, henceforth, the Non-TIS Shareholders be the sole owners of equity interests in NatEx, and that IBP (following consummation of the TIS/IBP Transaction) be the sole owner of the capital stock of Paxis. NOW THEREFORE, in consideration of the premises above and the agreements herein contained, and for other good consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows: Section 1. Assignment of Equity Interests. (a) IBP hereby assigns effective the date hereof all of its right, title and interest in and to 50% of the equity interests of NatEx to the Non-TIS Shareholders, as follows: 24.91% to VAP LLC, 15.51% to Natela Patarkalishvili, 4.70% to The James S. Friedlander Revocable Trust, and 1.88% to Aqela LLC. (b) Each of the Non-TIS Shareholders hereby assigns effective the date hereof all of its right, title and interest in and to the following numbers of shares of common stock of Paxis to IBP: 530 shares by VAP LLC, 330 shares by Natela Patarkalishvili, 100 shares by The James S. Friedlander Revocable Trust, and 40 shares by Aqela LLC. In connection with such assignment and concurrently 6 herewith, each Non-TIS Shareholder shall deliver to IBP its stock certificate(s) representing shares of common stock of Paxis, together with a stock power in form acceptable to IBP. Section 2. Representations and Warranties of the Non-TIS Shareholders. Each of the Non-TIS Shareholders represents and warrants to TIS and IBP that: (a) It has good and marketable title to the shares of common stock of Paxis to be assigned pursuant to this Agreement, free and clear of all liens and encumbrances. (b) If the applicable Non-TIS Shareholder is an entity, the execution, delivery and performance of this Agreement have been authorized by all requisite action on the part of such Non-TIS Shareholder. (c) If the applicable Non-TIS Shareholder is an entity, it is duly organized, validly existing, and in good standing under the laws of its jurisdiction of incorporation and has all requisite power and authority to enter into this Agreement. Section 3. Representations and Warranties of IBP. IBP represents and warrants to the Non-TIS Shareholders that: (a) It has good and marketable title to the equity interest in NatEx to be assigned pursuant to this Agreement, free and clear of all liens and encumbrances. (b) The execution, delivery and performance of this Agreement has been authorized by all requisite corporate action. (c) It is a corporation incorporated, validly existing, and in good standing under the laws of its jurisdiction of incorporation and has all requisite power and authority to enter into this Agreement. Section 4. Governing Law; Jurisdiction. This Agreement and the rights and duties of the parties hereto shall be governed by and construed in accordance with the laws of the State of New York, without regard to principles of conflict of laws. The parties hereto hereby irrevocably agree that any suit, action or other legal proceeding arising out of this Agreement, shall be brought only in either (i) the courts of record of the State of New York sitting in the Borough of Manhattan or (ii) the courts of the United States of America located in the Southern District of New York. Section 5. Further Assurances. The parties hereto shall execute and deliver such further documents and do such further acts as any party hereto shall reasonably request in order to assure and confirm to the parties hereto the rights hereby created or to facilitate the full performance of the terms of this Agreement. Section 6. Headings. The descriptive headings of the various sections or parts of this Agreement are for convenience only and shall not affect the meaning of construction of any of the provisions hereof. Section 7. Illegality. The illegality or unenforceability of any provisions of this Agreement or any exhibits hereto shall not in any way affect or impair the legality or enforceability of the remaining provisions hereof or thereof. In lieu of any illegal or unenforceable provision hereof or thereof, the parties hereto agree to the substitution of a legal or enforceable provision as similar in terms to such illegal or unenforceable provision as may be possible. 7 Section 8. Counterparts. This Agreement may be executed in as many counterparts as may be deemed necessary or convenient, each of which, when so executed, shall be deemed an original, but all of which shall constitute one and the same agreement. [Signature Page Follows] 8 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date first written above. INTEGRATED BIOPHARMA, INC. By: /s/ E. Gerald Kay ----------------- Name: E. Gerald Kay Title: President and Chief Executive Officer TRADE INVESTMENT SERVICES, L.L.C. By: /s/ Robert B. Kay ----------------- Name: Robert B. Kay Title: Manager PAXIS PHARMACEUTICALS, INC. By: /s/ Dean P. Stull ----------------- Name: Dean P. Stull Title: President /s/ Vasili Patarkalishvili -------------------------- Vasili Patarkalishvili NATEX GEORGIA LLC By: /s/ Vasili Patarkalishvili -------------------------- Name: Vasili Patarkalishvili Title: Director VAP LLC By: /s/ Vasili Patarkalishvili -------------------------- Name: Vasili Patarkalishvili Title: Manager THE JAMES S. FRIEDLANDER REVOCABLE TRUST By: /s/ James S. Friedlander ------------------------ Name: James S. Friedlander Title: Trustee 9 AQELA LLC By: /s/ James S. Friedlander ------------------------ Name: James S. Friedlander Title: President /s/ Natela Patarkalishvili -------------------------- Natela Patarkalishvili 10 EX-2.4 4 d56479_ex2-4.txt ASSIGNMENT AND ASSUMPTION AGREEMENT Exhibit 2.4. Assignment and Assumption Agreement ASSIGNMENT AND ASSUMPTION AGREEMENT This Assignment and Assumption Agreement, dated as of July 1, 2003 (this "Assignment and Assumption Agreement"), by and among Integrated BioPharma, Inc. ("IBP"), Trade Investment Services, L.L.C. ("TIS") and Paxis Pharmaceuticals, Inc. (the "Company"). RECITALS WHEREAS, as a result of transactions contemplated by the Purchase Agreement, dated as of February 1, 2003, between IBP and TIS, and the Settlement Agreement, dated as of the date hereof (the "Settlement Agreement"), among Robert B. Kay, TIS, the Company, IBP, Vasili Patarkalishvili, NatEx Georgia LLC ("NatEx"), VAP LLC, The James S. Friedlander Revocable Trust, Aqela LLC, Natela Patarkalishvili and Dean P. Stull, IBP will own 97% of the capital stock of the Company as of the date hereof; WHEREAS, the Company and TIS are currently party to the following agreements and instruments (collectively, the "Debt Agreements"): 1. Credit Agreement, dated as of June 18, 2002, among TIS, the Company and NatEx; 2. Revolving Note, dated June 18, 2002, made by the Company to TIS, in the principal amount of $4,500,000; and 3. Security Agreement, dated as of June 18, 2002, between the Company and TIS; and WHEREAS, the parties desire that TIS assign its rights under the Debt Agreements to IBP and that IBP assume TIS' obligations under the Debt Agreements and certain other obligations as set forth herein. NOW THEREFORE, in consideration of the premises above and the agreements herein contained, and for other good consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows: Section 1. Assignment of Debt Agreements. TIS hereby assigns effective the date hereof all of its rights under the Debt Agreements to IBP. The Company hereby consents to the foregoing assignment. Section 2. Assumption of TIS' Obligations. (a) IBP hereby assumes effective the date hereof all of TIS' obligations under the Debt Agreements. 11 (b) IBP hereby assumes effective the date hereof all of TIS' payment and other obligations under the Promissory Note, dated July 10, 2002 (the "Bank of America Note"), made by TIS to Bank of America, N.A., in the principal amount of $4.5 million. IBP shall use its best efforts to cause a novation of TIS as a party to the Bank of America Note. IBP hereby agrees to indemnify and hold harmless TIS and each of its respective members, managers and agents and their respective successors, assigns, affiliates, heirs, executors and administrators against any Claim (as defined in the Settlement Agreement) (including the payment of attorney's fees and costs actually incurred, whether or not litigation is commenced) arising out of or relating to the matters described in this Section 2(b). Section 3. Termination of Shareholders Agreement. The parties agree that the Shareholders Agreement, dated as of June 18, 2002 (the "Shareholders Agreement"), among the Company and its shareholders, is hereby terminated as of the date hereof, except that TIS shall retain the right to designate an asset manager and receive reimbursement for the asset manager's services, as set forth in Section 5.6 of the Shareholders Agreement, and such asset manager shall retain the access rights described in such section. Section 4. Representations and Warranties. Each party represents and warrants to the others that: (a) The execution, delivery and performance of this Assignment and Assumption Agreement have been authorized by all requisite action. (b) It is duly organized, validly existing, and in good standing under the laws of its jurisdiction of incorporation or organization and has all requisite power and authority to enter into this Assignment and Assumption Agreement. Section 5. Governing Law; Jurisdiction. This Agreement and the rights and duties of the parties hereto shall be governed by and construed in accordance with the laws of the State of New York, without regard to principles of conflict of laws. The parties hereto hereby irrevocably agree that any suit, action or other legal proceeding arising out of this Agreement, shall be brought only in either (i) the courts of record of the State of New York sitting in the Borough of Manhattan or (ii) the courts of the United States of America located in the Southern District of New York. Section 6. Further Assurances. The parties hereto shall execute and deliver such further documents and do such further acts as any party hereto shall reasonably request in order to assure and confirm to the parties hereto the rights hereby created or to facilitate the full performance of the terms of this Agreement. Section 7. Headings. The descriptive headings of the various sections or parts of this Agreement are for convenience only and shall not affect the meaning of construction of any of the provisions hereof. Section 8. Illegality. The illegality or unenforceability of any provisions of this Agreement or any exhibits hereto shall not in any way affect or impair the legality or enforceability of the remaining provisions hereof or thereof. In lieu of any illegal or unenforceable provision hereof or thereof, the parties hereto agree to the substitution of a legal or enforceable provision as similar in terms to such illegal or unenforceable provision as may be possible. 12 Section 9. Counterparts. This Agreement may be executed in as many counterparts as may be deemed necessary or convenient, each of which, when so executed, shall be deemed an original, but all of which shall constitute one and the same agreement. [Signature page follows] 13 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date first written above. INTEGRATED BIOPHARMA, INC. By: /s/ E. Gerald Kay ----------------- Name: E. Gerald Kay Title: Chairman TRADE INVESTMENT SERVICES, L.L.C. By: /s/ Robert B. Kay ----------------- Name: Robert B. Kay Title: Manager PAXIS PHARMACEUTICALS, INC. By: /s/ Dean P. Stull ----------------- Name: Dean P. Stull Title: President 14 EX-99.1 5 d56479_ex99-1.txt PRESS RELEASE Exhibit 99.1. Press Release dated July 22, 2003 INTEGRATED BIOPHARMA COMPLETES ACQUISITION OF PAXIS PHARMACEUTICALS Hillside, NJ, July 22, 2003 -- Integrated BioPharma, Inc. (Amex: INB), a leading biopharmaceutical company, today announced the completion of two transactions by which it acquired 97% of Paxis Pharmaceuticals Inc (Paxis), a Boulder, Colorado based company organized to manufacture and distribute cGMP API Paclitaxel, a leading cancer therapy drug. INB acquired 47% of Paxis in exchange for its 50% interest in Natex Georgia LLC, a company organized in the Republic of Georgia to harvest from Georgian government lands organic biomass from which Paclitaxel is made. INB acquired 50% of Paxis from Trade Investment Services LLC, which funded Paxis's and Natex's development. INB expects to acquire the remaining 3% of Paxis shares this quarter. INB also announced that Paxis has entered into a letter of intent with Chatham Biotec Ltd., a Canadian company in the biomass growing, harvesting and drying business for the creation of a Canadian based 50:50 joint venture to produce extract and intermediate precursor Paclitaxel in Canada from Canadian Taxus trees supplied by Chatham, using Paxis's extraction expertise in an existing extraction facility currently controlled by Chatham. Paxis will use the extract material to satisfy its requirements for finished API paclitaxel production and to produce precursor material to be sold by the joint venture. "Through these acquisitions, we will have created a fully integrated North American capability to supply up to 400 kilos per year of cGMP Paclitaxel to the world market, supported by an assured, long term, economical, North American source of quality organic biomass and precursor Paclitaxel more than adequate to supply that capacity", said E. Gerald Kay, Chairman of INB. "Since the activities at Paxis' Boulder facility to meet the latest cGMP standards are almost completed, Paxis has begun offering precursor and API Paclitaxel for sale in contemplation of delivery in the first quarter of calendar 2004." Last year, Paxis acquired the Boulder facilities and equipment previously owned and used by Hauser, Inc., to produce cGMP Paclitaxel for Bristol-Myers Squibb Taxol products. Dr. Dean Stull, a founder and former CEO of Hauser and now the President of Paxis, will continue as President and a director of Paxis and will also become a member of INB's Science Advisory Board. "I am very pleased that Paxis and INB have come together", said Dr. Stull. "Now that INB's financial and infrastructure support have enabled Paxis to create a fully integrated, proprietary, forest to finished product business fully executable within North America, I expect Paxis to fulfill its plan to be the principal supplier of cGMP API and precursor Paclitaxel to the world market." Paclitaxel is a naturally occurring chemotherapeutic anti-cancer agent found in certain species of yew, or Taxus, trees. The concentration of paclitaxel in yew trees is very small, generally less than 0.02%, and accordingly the process of extracting taxanes from yew biomass is complicated and challenging. The manufacturing process is designed to extract, isolate and purify paclitaxel from yew biomass leaving behind other components, including non-paclitaxel taxanes. About Integrated BioPharma Integrated BioPharma, Inc., serves the varied needs of the nutraceutical, biotechnology and pharmaceutical industries. Through a number of wholly owned subsidiaries INB develops, manufactures and distributes over 130 products. The Company has recently upgraded and expanded its manufacturing facilities to further increase production capacity. A leader for many years in providing nutritional supplement products and services, INB's recent acquisitions place it in the rapidly growing field of genetically engineered human therapeutics. Its lead natural product pharmaceutical is API paclitaxel, a chemotherapeutic drug used in the treatment of breast, ovarian and other cancers. 15 Integrated BioPharma's business base, long-standing industry reputation and experienced management team should facilitate rapid and significant growth in the coming years. Integrated BioPharma currently consists of eight operating units with significant competitive advantages derived from shared resources, synergies and economies of scale. Further information is available at www.iBioPharma.com Statements included in this release may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements involve a number of risks and uncertainties such as competitive factors, technological development, market demand, and the company's ability to obtain new contracts and accurately estimate net revenues due to variability in size, scope and duration of projects, and internal issues in the sponsoring client. Further information on potential factors that could affect the company's financial results can be found in the company's Reports filed with the Securities and Exchange Commission. 16 -----END PRIVACY-ENHANCED MESSAGE-----