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Message: ONDINE COMPLETES SALE OF DENTAL BUSINESS

ONDINE COMPLETES SALE OF DENTAL BUSINESS

posted on Aug 12, 2009 09:47AM

ONDINE COMPLETES SALE OF DENTAL BUSINESS

Ondine to Focus on MRSA Product, MRSAid™

VANCOUVER, B.C. - June 8, 2009

– Ondine Biopharma Corporation (the “Company”

or “Ondine”, TSX: OBP; AIM: OBP), a medical technology company developing

photodisinfection based products, today announced the Company has closed the sale of

its Dental Healthcare Business to Periowave Dental Technologies, Inc. (“PDT”, formerly

JS Dental Technologies, Inc.).

“The sale of the Dental Healthcare Business is a significant milestone for Ondine,

enabling us to focus our attention and resources on the development of new products and

applications of our platform technology, photodynamic disinfection. We have proven that

the Ondine team can successfully develop a new technology, and bring it out of the labs

and into the marketplace. We have acquired invaluable knowledge and experience,

clinical/regulatory expertise, and a quality management system that not only places us as

the global leader in photodynamic disinfection, but will also assist us with future product

development initiatives.”, stated Carolyn Cross, Ondine’s Chairman & CEO. “In

addition to developing next generation technologies for the dental market in support of

PDT, Ondine plans to focus on the development and commercialization of MRSAid™,

its non-antibiotic nasal decolonization system intended to reduce the rate of MRSA

infections in hospitals and nursing homes. MRSAid™, which is approved in Canada and

Europe, is the first of a number of products Ondine intends to introduce addressing the

$10 billion hospital acquired infection market.”

About the Transaction

The closing of the sale follows the signing of the non-binding letter of intent on April 7,

2009, the approval of the Company’s shareholders on May 19, 2009, and the signing of

the definitive agreement on June 5, 2009. Under the terms of the transaction, Ondine and

PDT will collaborate on the continued development and commercialization of the

Periowave™ photodisinfection technology. As part of the purchase price for the Dental

Healthcare Business Ondine received an initial payment of $725,000 from PDT and is

entitled to receive, among other things, royalties and a potential stream of milestone

payments of up to $51.4 million on the successful attainment of cumulative revenue

targets over ten years. In the event of a subsequent sale to a third party, Ondine will be

entitled to receive, in lieu of further royalties and milestone payments, a percentage of all

proceeds of such sale (net of transaction costs and amounts previously received as part of

the purchase price), up to a maximum of 40 percent in the first year and declining on a

yearly basis to 5 percent in the sixth year and 2.5 percent thereafter. In addition, the

Company is entitled to manufacturing margins for supplying PDT with Periowave™

product for at least two years pursuant to a manufacturing, sustaining and servicing

agreement; and, subject to certain conditions, Ondine will receive management

consulting fees of US $50,000 per month for up two years pursuant to a management

services agreement.

A copy of the definitive agreement and the other material auxiliary agreements will be

made available on the SEDAR website at

www.sedar.com

on the Company’s website at

www.ondinebiopharma.com

.

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