Myostatin License and Various Other Assets of Metamorphix, Inc. to Be Sold at Public Auction

Oct 14, 2011, 21:20 ET from Branhaven LLC

BALTIMORE, Oct. 14, 2011 /PRNewswire/ -- Branhaven LLC ("Branhaven"), as agent for the 12.5% secured note holders of MetaMorphix, Inc. and its affiliates identified on the enclosed notice of disposition of collateral (collectively, "MMI"), will conduct a secured creditor's sale of certain assets of MMI at public auction on Thursday, October 20, 2011, beginning at 10:00 AM Eastern Time (the "Public Sale"). The Public Sale will occur at the law offices of Leitess Leitess Friedberg + Fedder PC, 10451 Mill Run Circle, Suite 1000, Owings Mills MD 21117 (the "Public Sale Location"). The enclosed notice describes the terms of sale.

Branhaven may include in the Public Sale certain technologies, licenses and agreements that are property of MMI (the "Sale Items") and that serve as collateral for the obligations MMI owes to its senior secured creditors, the 12.5% note holders for whom Branhaven serves as agent. The Sale Items are briefly described in the enclosed notice.

No statements or information concerning the Sale Items have been authorized other than the information set forth herein, which information was compiled from the records of MMI. Accordingly, Branhaven makes no representations or warranties as to the accuracy or truthfulness of such information. Prospective bidders must conduct their own independent due diligence to determine whether they wish to bid on Sale Items, including independent review of public records. Branhaven has not authorized and does not make any representations concerning MMI, any party's rights in or obligations under the Sale Items, nor the estimated value of Sale Items. The underlying documents are available for inspection as stated above.

The Public Sale will be conducted "as is, where is, with all faults." Certain sale items may be subject to monetary and/or nonmonetary obligations owed to contract counter–parties. All parties interested in bidding on Sale Items are urged to conduct their own review and investigation of the relevant documents and records that are available as described above. All other statements regarding the Public Sale and the Sale Items, whether written or oral, are unauthorized and prospective bidders may not rely on them.

If you are interested in one or more of the Sale Items and wish to obtain more information, please contact Branhaven's counsel, Steven N. Leitess, Esq., at the address for the Public Sale Location, above, or by telephone at (410) 581-7400. You may be required to sign and return a non-disclosure and confidentiality agreement prior to receiving access to any additional information related to the Sale Items.


Branhaven LLC ("Secured Party"), as agent for the holders of senior secured notes issued by MetaMorphix, Inc., MMI Genomics, Inc., MetaMorphix International, Inc., MetaMorphix Canada, Inc. and MetaMorphix Holdings, Inc. (collectively, the "Debtors") pursuant to a security agreement dated November 7, 2003 and related documents (collectively, the "Security Agreement"), and pursuant to Part 6 of the Uniform Commercial Code ("UCC"), the Debtors having defaulted on their obligations in the Security Agreement, will offer for sale, lease and/or license the property described below (the "Collateral") to the highest qualified bidder for cash at a public auction in full or partial satisfaction of the Debtors' obligations under the Security Agreement.

ABOUT THE DEBTORS: The Debtors were life sciences companies that developed and applied or licensed genomic technologies for use in various industries. For example, the Debtors assisted their livestock customers to produce higher quality, nutritious meat more efficiently. In healthcare, the Debtors discovered and licensed technologies to pharmaceutical companies that develop therapies for better management of metabolic and muscular degenerative diseases. The Debtors developed innovative products addressing all major livestock sectors including cattle, swine, poultry and aquaculture, and developed products that enhance the health of companion animals. Certain assets related to these activities are included among the Collateral being sold at public auction.

DATE OF PUBLIC AUCTION: Thursday, October 20, 2011 at 10:00 AM Eastern Time (the "Auction Date").

PLACE OF PUBLIC AUCTION: Leitess Leitess Friedberg + Fedder PC, 10451 Mill Run Circle, Suite 1000, Owings Mills, Maryland 21117 (the "Auction Location").


1. Exclusive License agreement to develop and commercialize Myostatin Technologies.

2. Cross License with a major pharmaceutical relating to the research, development and commercialization of Myostatin Technologies for Human applications.

3.  Collaboration agreement to research, develop and commercialize Myostatin.

4.  Collaboration agreement to research, develop and commercialize Myostatin in the areas of human reproduction and contraception.

5.  3rd Party Testing service agreement.

6.  License agreement in the areas of bovine genetics.

7.  Research in the areas of bovine genetics.

8.  Joint research agreement to develop future products in the field of genetic research with animal science.

9.  Non Exclusive License to perform AM and NH testing for Bovine.

10. License agreement for the use of non-coding patents in order to commercialize applications of DNA/RNA based diagnostic assays for use in the livestock, aquaculture and companion animal industries.

11. License agreement granting access to the genomic database containing sequenced and assembled bovine, porcine and poultry sequence and identified certain SNP's for these genomes.

12. Property Lease agreement with sub-tenant.

In addition, and to the extent not previously disposed of, all of the Debtors' (i) accounts; (ii) chattel paper; (iii) contract rights; (iv) documents; (v) general intangibles, including, without limitation, all rights to receive payment of money or property not constituting "accounts" under the UCC, whether under any contract, undertaking or arrangement or pursuant to any law, rule or regulation (including, without limitation, tax refunds, condemnation and damage awards, judgments, royalties and license fees), all trade secrets, proprietary information, trade names, copyrights, copyright applications, patent applications, patents, trademarks, trademark registrations, computer software, service marks and applications therefore and all other rights, interests and property generally understood to constitute intellectual property and all rights as licensor or licensee under intellectual property agreements; (vi) instruments; (vii) equipment; (viii) inventory; (ix) goods; (x) (to the extent not otherwise included in clause (vii) above) equipment, fixtures, furniture and furnishings now or hereafter located upon any real property of the Debtors, and used or usable in connection with any future occupancy or use of such property; (xi) deposits and any other indebtedness at any time held or owing by any bank to or for the credit or the account of the Debtors; (xii) claims or payments made under any insurance policy; (xiii) investment property (as defined in the UCC), including, without limitation, rights in investment securities, whether certificated or uncertificated and rights in securities commodities accounts; (xiv) interest of the Debtors in any goods, the sale or lease of which shall have given or shall give rise to, and in all guaranties and other property securing the payment of or performance under, any accounts, contracts, general intangibles or any chattel paper or instruments referred to above; (xv) all replacements, substitutions, additions or accessions to or for any of the foregoing; (xvi) (to the extent related to the property described above) books, files, records and other papers and documents, including, without limitation, to the extent so related, all tapes, computer runs, computer programs and other papers or documents in the possession or control of the Debtors; (xvii) (to the extent not otherwise included) all attachments, accessories, accessions, substitutions and replacements of or to any or all of the foregoing types of tangible Collateral; and (xviii) to the extent not otherwise included, proceeds and products of any and all of the foregoing.


GENERAL TERMS – Secured Party reserves the right to (a) offer the Collateral as a whole, in parcels, or in any other commercially reasonable manner, (b) reject any bids, (c) postpone or adjourn the sale to such other time or times as Secured Party may deem proper, or (d) elect not to proceed with the sale. Any bidder wishing to examine Collateral that is proprietary or subject to trade secret or any other need for protection from disclosure may be required to sign a confidentiality and nondisclosure agreement. Additional terms or conditions may be announced on the Auction Date.

DEPOSIT – In order to qualify to bid, all potential bidders must present for inspection by the auctioneer conducting the sale a $25,000 deposit in the form of an official bank check or otherwise immediately available funds, and (ii) such additional documentation as is required by Secured Party, in its sole discretion, with respect to the payment of the remainder of the purchase price. Successful bidders must deliver the deposit to Secured Party's authorized agent immediately upon acceptance of bidder's bid.

PAYMENT – CASH. The auction shall be to the highest qualified bidder for cash (or on terms acceptable to Secured Party in its sole discretion). Payment shall be made on the Auction Date by cash, certified or cashier's check or in accordance with terms acceptable to Secured Party, in its sole discretion. Secured Party may bid in all or a portion of the amounts owed by the Debtors to the Secured Party in payment for the Collateral.

SETTLEMENT – Settlement on all purchases of Collateral shall occur at the Auction Location no later than ten (10) calendar days after the Auction Date. All costs of conveyancing shall be paid by the successful bidder. The Collateral shall be transferred by bill of sale without warranty. If settlement does not occur within ten (10) calendar days after the Auction Date then Secured Party may retain the deposit, treat the sale as canceled and resell the Collateral. The successful bidder shall bear the responsibility to secure possession of the property purchased after settlement. The proceeds from sale of the Collateral will be applied against the Debtors' obligations to Secured Party in accordance with the Security Agreement and the UCC.

ALL WARRANTIES DISCLAIMED – Sale of the Collateral is made "AS IS" without any warranties of any kind or representations by, or recourse on Secured Party. Sale is being made subject to any and all rights, defects, liens, encumbrances or adverse claims of whatever nature, that are superior to the lien of the Security Agreement. There is no warranty of title, possession, quiet enjoyment or the like in this disposition.

For questions relating solely to the auction sale described above

please call Steven N. Leitess, Esq. at (410) 581-7400.

SOURCE Branhaven LLC