Dow Jones 10877.43 -35.14 1:15 pm PST, December 2, 2005  NASDAQ 2273.37 +6.20 For info, visit access.smallcapnetwork.com S & P 500 1265.08 +0.41 Change your subscription status here Russell 2000 690.49 +0.28 VOLUME 05: ISSUE 90  Feature: Biophan - Good For Hearts...Great for Portfolios.  The late entrepreneur Victor Kiam came to fame and fortune with the phrase: "I liked the product so much, I bought the company". Mr. Kiam would certainly have approved of next generation medical device company Biophan's (OTCBB: BIPH) announcement today (release below) of its purchase deal announced for Rochester-based MYOTECH LLC, also a cutting-edge medical device concern. Initially, Biophan will acquire a minority interest (approximately 40 percent) over the next six months in private company MYOTECH with an option to acquire a majority stake (up to 54 percent) within two years. The cash and stock details of the deal are delineated in the release. MYOTECH has developed an amazing cardiac assist device--MYO-VAD? -- that pretty much trumps other cardiac assist devices currently on the market. Incorporating a pneumatically activated liner, the MYO-VAD? operates by compressing and expanding bi-directionally, providing the energy that allows the heart to restore the input and output of blood to normal, life-sustaining levels.  From the release: "The MYO-VAD? is designed to be implanted in a matter of minutes in patients experiencing many types of heart failure.  It is the first heart assist device designed to restore full cardiac output to an arrested heart without coming into contact with circulating blood, thereby providing the potential to significantly reduce serious and often fatal complications such as bleeding, clotting and stroke, and infection--problems that plague current heart assist devices". In most instances, other Ventricular Assist Devices (VAD) can take up to two hours to implant by a cardiac surgeon--critical time the patient may not have. The MYO-VAD? can be installed in a few minutes through a small incision by a general surgeon in an emergency room. A few minutes versus up to two hours. Make mine a MYO-VAD?. There is now little doubt that Biophan is leading the development of cutting edge next generation medical devices that will undoubtedly save lives and add significant shareholder value. We strongly suggest accumulation of BIPH shares at these levels and on dips for what we continue to believe will be superior long-term gains. Our weekly chart denotes an excellent long-term buying opportunity. After a phenomenal up move from mid 2004- early 2005, the shares have retraced a virtually perfect .618 of that run. The weak hands appear to have been shaken out and, in our opinion the shares are poised for the next leg up. The timing looks good to grab some shares. While still in the speculative realm, the risk/reward is becoming better and better. Cardiovascular disease is by far the largest and most expensive killer in the US, accounting for 40 percent of deaths, exceeding cancer and Aids combined. MYO-VAD? enables the rapid restoration of blood flow and cardiac function giving physicians and patients the ability and time to apply further therapies. More interestingly, the functionality of the device could open up other treatment avenues in addition to traditional uses such as, among others, short-term cardiac support and bridging the time prior to a heart transplant.  A number of other important therapeutic uses, such as support to preserve myocardium during acute myocardial infarction, pediatric support, and support of hearts during temporary periods of impaired function from non-cardiac causes such as infection, toxicity, etc. do not currently exist. Collectively, these categories can be significant and it is reasonably anticipated that the MYO-VAD? family of products could successfully serve these conditions. As if that weren't enough, BIPH recently announced the issuance of two new patents, which brings its Intellectual Property Portfolio (IP) total to 156 U.S. patents issued or pending. The MYOTECH deal further increases potential markets, diversifies the product mix and increases the licensing potential as these therapies and devices move toward commercialization.  As we said in our last Biophan piece on November 5th: "Biophan owns the technology that these mammoth companies want and need to move their technologies forward". A slight but relevant digression: CNBC is reporting, Friday, much increased option activity in the shares of Biophan's partner Boston Scientific (NYSE: BSX) which it attributes to BSX potentially being in play as a possible takeover target. Since November 5th, when we chatted about BIPH and BSX and suggested accumulation of both, the latter is up roughly 10 percent. Abbott has denied interest in BSX, as has GE Health. Stay tuned. You can be sure that we will... That fact becomes more compelling with every addition to the IP portfolio Biophan makes. The progress of these initiatives over the last 18 months that improve efficacy and safety, particularly in developing or acquiring devices--including MYO-VAD? -- for patients needing an MRI, has been nothing short of amazing. Investors can reasonably assume that the MYOTECH deal is yet another strategic plank in a long line of announcements, acquisitions and patent wins to come. We believe that the current share price doesn't accurately representative the potential of Biophan, either in terms of progress to date or what's to come in the future.  A core position should find its way into the biotech portion of your smallcap portfolio, particularly at these prices. And what of the iconic Mr. Kiam? Sadly, he passed away in 2001 at 74. He had a heart condition.     Press RELEASE Biophan Acquires Equity Stake in MYOTECH to Accelerate Commercialization of Breakthrough Cardiac Assist Device Technology Purchase Agreement Provides Biophan Opportunity to Participate in Additional High Growth Markets ROCHESTER, NY--December 2, 2005--Biophan Technologies, Inc. (OTCBB: BIPH; FWB: BTN), a developer of next-generation biomedical technology, announced today it has entered into a purchase agreement to acquire a substantial minority interest in MYOTECH, LLC, the developer of the breakthrough, MYO-VADä cardiac assist device.  Biophan has the option to acquire additional equity in MYOTECH, up to a majority ownership position.  The transaction will strengthen Biophan's position in the fast growing multi-billion worldwide market opportunity for cardiac assist devices.   The MYO-VAD is designed to be implanted in a matter of minutes in patients experiencing many types of heart failure.  It is the first heart assist device designed to restore full cardiac output to an arrested heart without coming into contact with circulating blood, thereby providing the potential to significantly reduce serious and often fatal complications such as bleeding, clotting and stroke, and infection--problems that plague current heart assist devices.  The MYO-VAD provides an option for quickly restoring cardiac output in patients who do not respond to standard resuscitation measures such as CPR and defibrillation.  This capability provides the potential to minimize serious damage to the brain and other organs and thereby the potential to improve the outcomes of people who experience sudden heart failure. Michael Weiner, CEO of Biophan, said, "We are most pleased to be making this strategic investment in MYOTECH.  This agreement will enable us to accelerate the development and commercialization of the MYO-VAD cardiac assist device, a significant technology that has the potential to vastly improve the treatment of heart failure with far higher levels of safety and effectiveness than are currently possible.  As we have previously indicated, we believe that this device has the potential to generate $100 million in annual revenue for Biophan in approximately five years, prior to which time Biophan expects to hold a majority position in MYOTECH."  Under the terms of the purchase agreement, Biophan's minority interest of approximately 40 percent will be acquired in exchange for approximately 4.9 million shares of Biophan stock and a cash payment of $2.225 million over a six month period.  Biophan has the option to acquire up to 54 percent interest in MYOTECH for cash over the next two years.   MYOTECH expects the product to enter human clinical trials within approximately twenty-four months and will seek a distribution relationship with a major device company within twelve to twenty-four months.  Biophan's business development experience and contacts in the medical device industry are expected to accelerate commercialization of the MYO-VAD device. The MYO-VAD is also the only complete heart assist device that is designed to be MRI-safe and image compatible, an important feature and part of Biophan's MRI-safe product strategy.  Biophan is a worldwide technology leader in the global marketplace for solutions to make medical devices and surgical tools safe and/or image compatible with MRI environments. "We believe that MYOTECH's MYO-VAD represents a major breakthrough in cardiac support capability and that it will help to transform the market for next-generation cardiac care devices," Mr. Weiner said.  "The situations in which this device could have critical therapeutic impact are wide-ranging.  Once the initial product is established in the acute heart failure markets, a follow-on version of the MYO-VAD will be introduced to provide long term support capability to provide novel ways to treat patients suffering from many forms of chronic heart failure such as congestive heart failure.  MYOTECH also plans to introduce a minimally invasive deliverable version of the MYO-VAD.  Our relationship with MYOTECH, combined with Biophan's existing technologies for MRI safety and/or image compatibility of devices such as stents and pacemaker leads, greatly expands the markets in which Biophan can participate."  MYOTECH is a privately held company based in Rochester, NY.  It was founded by a team of physicians and engineers to bring the MYO-VAD to market following years of research to develop and evaluate the technology.  For more information on MYOTECH, please visit http://www.biophan.com/myo-vad/. About Biophan Technologies  Biophan develops and markets cutting-edge technologies designed to make biomedical devices safe and image compatible with the magnetic resonance imaging (MRI) environment.  The Company develops technologies that enable medical systems such as pacemakers, interventional surgical devices such as catheters and guidewires, and implants such as stents to be safely and/or effectively imaged under MRI.  Biophan is developing these same technologies to provide new MRI contrast agents.  Other applications include drug delivery and power systems which derive energy from body heat.  Biophan also has an equity position in MYOTECH, LLC to assist in development and commercialization of a novel, MRI compatible cardiac assist device -- the MYO-VAD?.  Four Biophan technologies include advances in nanotechnology and thin film coatings.  Committed to growth through innovation and developmental leadership, Biophan and its licensors now hold a total of 157 U.S. patents, licenses, or applications, plus international applications.  This total includes 45 issued U.S. patents, 7 recently-allowed applications that will issue as patents in the near future, and 105 pending applications at various stages of examination at the U.S. Patent and Trademark Office.  The patents cover areas including nanotechnology (nanomagnetic particle coatings), medical device designs, radio frequency filters, polymer composites, thermoelectric materials which generate electricity from body heat, and photonics.  Biophan has joint development and licensing agreements with Boston Scientific and NASA's Ames Center for Nanotechnology.  Biophan's goal is to make all biomedical devices capable of safely and successfully working with MRI, and delivering other technologies which will improve quality of life.  Biophan is also listed on the Frankfurt Stock Exchange under the ticker symbol BTN.  For more information, please visit www.biophan.com. Cautionary Statement Regarding Forward-Looking Statements Certain statements included in this press release may constitute forward-looking statements within the meaning of applicable securities laws.  These statements reflect what Biophan anticipates, expect, or believe May happen in the future.  Biophan's actual results could differ materially from the outcome or circumstance expressed or implied by such forward-looking statements as a result of a variety of factors including, but not limited to: Biophan's ability to develop its technologies; the approval of Biophan's patent applications; the successful implementation of Biophan's research and development programs; the ability of Biophan to demonstrate the effectiveness of its technology; the acceptance by the market of Biophan's technology and products incorporating such technology, the ability of Biophan to effectively negotiate and enter into contracts with medical device manufacturers for the licensing of Biophan's technology; competition; the ability of Biophan to raise capital to fund its operating and research and development activities until it generates revenues sufficient to do so; and the timing of projects and trends in future operating performance, as well as other factors expressed from time to time in Biophan's periodic filings with the Securities and Exchange Commission (the "SEC").  As a result, this press release should be read in conjunction with Biophan's periodic filings with the SEC which are incorporated herein by reference.  The forward-looking statements contained herein are made only as of the date of this press release, and Biophan undertakes no obligation to publicly update such forward-looking statements to reflect subsequent events or circumstances.    Contact:  Biophan Technologies, Inc. Carolyn Hotchkiss, 585-214-2407 Or Press Interviews: Jennifer Gould, 212-843-8037   We Value Your Feedback Got comments, questions or suggestions? Send 'em on over: Editor@smallcapnetwork.com If you wish to send a written request or inquiry, please send it to our physical address: TGR Group, LLC 4653 Carmel Mtn Rd Suite 308 #402  San Diego, CA 92130 Subscribe Information is power and timely information is profitable. Become informed and profit from SmallCapDigest Profiles and Trading Alerts by becoming a Preferred Member today. There is no cost associated with your email subscription. Add your email address below and make sure to check your email inbox and confirm your opt-in request to start receiving the SmallCapDigest Email Newsletter on a regular basis. To ensure newsletter delivery, you can add any additional email addresses you may have to the SmallCapDigest Member List. 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