Stemgenix LLC

Stemgenix LLC, was formed in October, 2001 to develop, manufacture and market specialized media necessary for the isolation, propagation and manipulation of stem cells and specialized immune cells for research and clinical applications. Stemgenix has agreed to acquire the Stem Cell Biology Division of GenCyte LLC, an Amherst, NY biotechnology company at which Dr. Swartzwelder and two other Stemgenix founders are currently employees. After the acquisition, Stemgenix will have a line of thirteen cell culture media and reagents, which are currently being sold directly and through Sigma-Aldrich Corporation. Stemgenix is also about to commence sales of a serum-free hematopoietic stem cell expansion medium developed through a Development and Licensing Agreement with Sigma-Aldrich. Under this agreement, Sigma-Aldrich will license, manufacture and sell Stemgenix product. Stemgenix has the right to also sell the product directly to end-users. The Company plans to develop and market several new specialized stem cell expansion media over the next few years. Stemgenix has determined that the market for its specific products was $27.5 million in 2000 and is expected to grow to $84 million by 2005. The Company is seeking to raise between $650,000 - $800,000 under a private placement to fund the acquisition and to purchase equipment, supplies, and support working capital. $450,000 of this amount has already been committed.