Under the terms of the updated agreement, Intuitive Surgical’s existing co-exclusive rights to Hansen Medical’s patent portfolio to certain non-vascular approaches have been extended to include patents filed by Hansen Medical subsequent to the original 2005 agreement up to and including the period three years subsequent to this update. Hansen Medical retains the right to use its intellectual property for all clinical applications. This agreement is an update to the co-exclusive license agreement signed by the companies in 2005.
Intuitive Surgical will pay Hansen Medical a $20 million up front license fee and will purchase 5,291,005 shares of Hansen Medical common stock for $10 million through a private placement transaction. The shares were priced at $1.89, which represents a 5 percent premium to the trailing 10-day average of Hansen Medical’s closing bid price on the Nasdaq Capital Market on October 26, 2012. The shares are subject to an 18-month lock-up period.
“We are pleased to have this opportunity to deepen our relationship with Intuitive Surgical,” said Bruce Barclay, President and CEO of Hansen Medical. “We view this transaction as a significant validation of our technology from the global pioneer in medical robotics. Importantly, the capital received as part of this agreement will further strengthen our balance sheet, with a significant portion of the new capital being non-dilutive to our current shareholders. Given our strategic focus on intravascular robotics, a large and growing market with a significant unmet clinical need, this capital will further support our global launch of the Magellan? Robotic System.”
Under terms of the agreement the $10 million private placement closed on Monday October 29, 2012, and the $20 million upfront license fee will be paid on Friday, November 2, 2012.