XYTRONYX INC
8-K, 1996-05-17
IN VITRO & IN VIVO DIAGNOSTIC SUBSTANCES
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               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549



                            FORM 8-K



                         CURRENT REPORT



               Pursuant to Section 13 or 15(d) of
               the Securities Exchange Act of 1934

                Date of Report (Date of earliest
                        event reported):
                          May 13, 1996



                         XYTRONYX, INC.
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     (Exact name of registrant as specified in its charter)



                            Delaware
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          (State or other jurisdiction of incorporation


         0-14838                                  36-3258753
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   (Commissioner File Number)       (IRS Employer Identification Number)




                     6555 Nancy Ridge Drive
                            Suite 200
                  San Diego, California  92121
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       (Address of principal executive offices) (Zip Code)



Registrant's telephone number, including area code:  (619) 550-3900
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Item 5.   Other Events.

     The News Release dated May 13, 1996 announcing the acquisition of exclusive
license to novel cancer therapy, filed as Exhibit 99.51 hereto, is hereby
incorporated into this Report by reference.




Item 7.   Financial Statements, Pro Forma Financial Information and Exhibits.

     (c)  EXHIBITS. The following exhibit accompanies this Report:

   Exhibit
   Number                          Exhibit Description
   -------                         -------------------
     99.51     News Release dated May 13, 1996 announcing the acquisition
               of exclusive license to  novel cancer therapy.






                                   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.

                              XYTRONYX, INC.


                              By:  /s/ DALE SANDER
                                   -----------------------------
                                   Dale Sander
                                   Chief Financial Officer

Date:  May 17, 1996


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                        INDEX TO EXHIBITS



Exhibit                                                            Sequentially
Number               Description of Exhibit                        Numbered Page
- ------               ----------------------                        -------------
 99.51    News Release dated May 13, 1996 announcing the
          acquisition of exclusive license to novel cancer
          therapy.


                                        3


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FOR IMMEDIATE RELEASE

CONTACT:  Dale A. Sander, Chief Financial Officer
          Larry Bymaster, Chief Executive Officer
          (619) 550-3900
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          XYTRONYX, INC. ANNOUNCES ACQUISITION OF EXCLUSIVE LICENSE TO
                              NOVEL CANCER THERAPY

SAN DIEGO, CA,  May 13, 1996 -- Xytronyx, Inc. (AMEX:  XYX) today announced that
it has entered into an agreement with Wound Healing of Oklahoma, a privately
held corporation ("WHO"), which grants Xytronyx an exclusive worldwide license
to WHO's proprietary Laser/Sensitizer Assisted Immunotherapy ("LSAI")
technology.  The LSAI technology involves injecting a tumor with an infrared
absorbing dye and an immunoadjuvant, followed by treatment with an infrared
laser.  Similar to traditional Photodynamic Therapy, LSAI is intended to produce
tumor tissue destruction in the primary area of treatment.  An important
distinction of LSAI, however, is that this therapy is also intended to trigger
an immune reaction in the patient to complete the destruction of the primary
tumor and to destroy metastatic tumors.

Xytronyx expects initially to target breast cancer with the LSAI therapy,
although the therapy is also expected to be beneficial in treating lung and
prostate cancer.  "Our objective is to commence human clinical studies with
breast cancer patients before the end of 1996," stated Larry Bymaster, Xytronyx
Chairman.

Patent applications encompassing the LSAI technology have been filed in the
United States and in international markets.  The technology was principally
developed by two founders of WHO, Dr. Robert Nordquist and Dr. Wei Chen.  In
conjunction with the license agreement, Xytronyx and WHO have also entered into
a research agreement under which WHO will perform further research to assist
with the development and commercialization of the technology.

"We are very impressed with the work Dr. Nordquist and Dr. Chen have completed
to date," commented Bymaster.  "Persuasive results have been achieved with this
therapy in conjunction with a very challenging animal tumor model.  This
technology, and our relationship with WHO, will compliment our involvement with
Binary Therapeutics, Inc. in the Photodynamic Therapy area."  As previously
announced, Xytronyx has entered into a letter of understanding outlining the
terms under which it expects to be granted an option to acquire Binary
Therapeutics.  Xytronyx stated that the final agreement defining the transaction
with Binary Therapeutics is nearing completion.






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