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PRESS RELEASE 

December 2005

SAGE GROUP SELLS ANDROMED'S ASSETS

Andromed completes sale of its assets

Montréal, December 22, 2005 — Andromed Inc. (TSX Venture: AD), an innovative medical technology company, is pleased to announce that, further to its press release of October 6, 2005, it has completed the sale of its principal assets to an arm’s length acquirer. The transaction specifically involves all tangible and intangible assets related to Androsonix®, a unique bioacoustic sensor, Androflo™, which measures respiratory rate based on sounds from the trachea, Androgram™, which estimates pulmonary artery pressure based on heart sounds and Androscope®, a line of electronic stethoscopes that amplifies and filters biological sounds.

After the transaction, Andromed will pursue its activities on a limited basis to preserve its cash and will seek out opportunities to enhance the value of its shares. The Company is currently a Tier 1 issuer and the TSX Venture has advised Andromed that, shortly after the closing, it would be redesignated as a Tier 2 issuer.

The consideration paid by the purchaser equals to a gross amount of $4 million, payable in cash in three instalments, with one payment of $2.5 million upon closing and another of $1.5 million when the guarantees granted by Andromed expire ($500,000 after 90 days and $1,000,000 once the Androflo OEM module is complete). In accordance with the Purchase Agreement, the acquirer has undertaken to pursue under its control the activities of Andromed’s R&D team in Quebec for a period of three years. The Board of Directors will be evaluating various shareholder value realization scenarios, such as a capital reduction, over the course of the first two quarters of 2006.

A fee of 5% of the consideration paid by the acquirer will be paid to The SAGE Group Inc., an arm’s length U.S. firm that was hired by Andromed in the fall of 2004 to identify merger and acquisition opportunities and to help Andromed carry on any related transactions.

“This transaction is the culmination of a process that began more than one year ago to rapidly enhance the value of the Company’s technologies. All possible efforts have been made to obtain 510(k) clearance for Androflo, to continue developing Androgram and to conduct a systematic search for a purchaser. More than 240 potential acquirers were solicited in the last 12 months. The offer represents a premium of about 36% over the average share price since we announced the agreement in principle on October 6 and of more than 62% over the average price of the 30 days preceding the announcement. It was the best under the circumstance and it is in the interest of the shareholders that the board of Andromed accepted it,” says Benoit Larose, Andromed’s President and Chief Executive Officer. “The acquirer is most certainly well positioned to exploit our technologies, and its decision to invest in our R&D team illustrates the considerable quality of the work accomplished on our bioacoustics platform since 2001.”

Organization Changes
The purchaser will keep on all Andromed employees, with the exception of Benoit Larose and Sophie Lefebvre, who will remain with Andromed as President and Director of Finances, respectively, under management contracts.

About Andromed
Andromed Inc. is a medical technology company conducting research, development and design of new healthcare applications under license from and with research partners. It has a compelling track record in the biological sound monitoring field as evidenced by the marketing clearance of several of its devices, including the world’s first fully electronic stethoscope, a unique bioacoustic sensor and a novel respiratory rate monitor.
Andromed is listed on the TSX Venture Exchange and its common shares are traded under the AD ticker symbol. For further information: www.andromed.com .