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Item 1.01 Entry into a Material Definitive Agreement.

On September 22, 2008 we entered into an Asset Purchase Agreement (the “Agreement”) with Microbix Biosystems Inc., or Microbix, relating to the sale of all assets of our urokinase business to Microbix. The transaction closed on September 23, 2008. The Agreement provides for the sale of all assets to Microbix including: all labeled inventory of urokinase, unlabeled urokinase drug product inventory, cell banks, testing references and standards, work- in-process, samples, retained samples of previously released drug substance and drug product batches; all intellectual property rights, including patents, trademarks, including the assignment of the Kinlytic™ trademark, service marks, trade secrets and know how; all regulatory filings, including investigational new drug applications or INDs and new drug applications or NDA filings; records, reports, data bases, clinical data, history, protocols and reports, adverse event reports history, formulae and product development history; all marketing and sales materials; all contracts with third parties, including those for storage of finished drug product and raw materials, product testing, and agreements with suppliers, customers and distributors, including those with hospitals, GPO’s and wholesalers.

In return for the transfer of the above described assets Microbix paid to us $2 million in cash and agreed to assume up to $500,000 in liabilities relating to certain chargebacks owing or to be owed by us to certain of our wholesale distributors relating to urokinase product previously sold to the wholesale distributors. Microbix also agreed to pay us an additional $2.5 million when they have secured approval from the FDA to release certain lots of urokinase vials for commercial use that are currently under review by the FDA.

Pursuant to the Agreement Microbix also assumed all regulatory and commercial responsibilities for urokinase as of September 23, 2008.

A copy of the Agreement is attached as Exhibit 10.1 to this current report on Form 8-K and is incorporated herein by this reference.

Item 2.01     Completion of Acquisition or Disposition of Assets

On September 22, 2008 we entered into an Asset Purchase Agreement (the “Agreement”) with Microbix Biosystems Inc., or Microbix, relating to the sale of all assets of our urokinase business to Microbix. The transaction closed on September 23, 2008. The Agreement provides for the sale of all assets to Microbix including; all labeled inventory of urokinase, unlabeled urokinase drug product inventory, cell banks, testing references and standards, work- in-process, samples, retained samples of previously released drug substance and drug product batches; all intellectual property rights, including patents, trademarks, including the assignment of the Kinlytic™ trademark, service marks, trade secrets and know how; all regulatory filings, including investigational new drug applications or INDs and new drug applications or NDA filings; records, reports, data bases, clinical data, history, protocols and reports, adverse event reports history, formulae and product development history; all marketing and sales materials; all contracts with third parties, including those for storage of finished drug product and raw materials, product testing, and agreements with suppliers, customers and distributors, including those with hospitals, GPO’s and wholesalers.

In return for the transfer of the above described assets Microbix paid to us $2 million in cash and agreed to assume up to $500,000 in liabilities relating to certain chargebacks owing or to be owed by us to certain of our wholesale distributors relating to urokinase product previously sold to the wholesale distributors. Microbix also agreed to pay us an additional $2.5 million when they have secured approval from the FDA to release certain lots of urokinase vials for commercial use that are currently under review by the FDA.

Item 9.01     Financial Statements and Exhibits.

(d) Exhibits

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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 hereunto duly authorized.  

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EXHIBIT INDEX

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