I am sure most of us got this: It is just a more indepth view on the SCLL stock exchange

The more I go throught it, the more I see it as a "Sweet Deal" down the road:

There are two components to the deal. First, SCLL paid PLRS 23 Million shares of SCLL stock. That stock had a market price at the time of $.06 / Share, which had a street value of $1,380,000. The second component of the deal was an exchange of 27,000,000 shares of SCLL stock for 66,000,000 shares of PLRS stock. Both stocks were trading at around $.06 / share at the time (SCLL: $.06, PLRS: $.069). So, the root of your question is why did Pluristem give more stock than Stem Cell Innovations? Because Stem Cell Innovations has to pay Pluristem milestone payments on top of royalties, the fruit of the deal comes after Pluristem begins to pass their milestones.

The following sections are quotes from the SEC 8K, filed by Stem Cell Innovations:

"5. With respect to the rights granted in 3(a) above, PluriStem Ltd. will be entitled to receive the following milestone payments and royalties per IND:

(a) Upon the first treatment of a subject in a Phase I trial in the Territory: $ 50,000

(b) Upon the first treatment of a subject in a Phase II trial in the Territory:

$150,000

(c) Upon the first treatment of a subject in a Phase III trial in the Territory:

$500,000

(d) Upon the first filing of a New Drug Application (NDA) (or equivalent): $1,000,000

(e) Upon the first approval for an NDA indication in the Territory: $ 3,000,000

(f ) Upon each additional approval for a new NDA indication in the Territory $1,500,000 Each of the clinical milestones set forth above will be payable only once per product upon the initial achievement of such milestone (i.e. if a clinical trial is repeated the milestone would be due only with respect to the first time the trial is conducted). In the event a development milestone is skipped due to more rapid advancement than anticipated by the above schedule, the skipped milestone payment will be due in conjunction with the payment that is due at the next applicable milestone event.

(g) With respect to net sales by Stem Cell or an affiliate in the territory royalties of: 4% with respect to annual net sales of between $1 and $250 MM; 5% with respect to annual net sales of between $250 MM and $500 MM; 6% with respect to annual net sales of between $500 MM and $1B; and 8% with respect to annual sales in excess of $1B.

6. With respect to the rights granted in 3(b) above, PluriStem Ltd. will be entitled to receive royalties on sales by Stem Cell or its affiliates of 4%, and with respect to the rights granted in 3(c) above royalties on sales by Stem Cell or its affiliates of 2%."

The SCLL SEC 8K is now in the Pluristem files in this group; click on this link to access: http://tinyurl.com/2yzbpj

I think that is a good deal only if both companies are optimistic of their chances to market their product.

Charlie