Livendi, as long as the License Agreement and Senior Note are in place, MDT has an exclusive license for certain RAS technology, including patents and know-how for a 1-time upfront payment of $10M with no further royalty payments due thereunder. (Pg16- Feb 2021 Short Form Prospectus). Further as long as the Senior Secured Loan is in place, all of Titan's present and future property have been put up as collateral. What surprises me is the "Medtronic Loan" is evidenced by an amended and restated senior secured promissory note. That language means there was a previous loan, and this loan changed the original language and most likely the terms.
(Pg16- Feb 2021 Short Form Prospectus) On April 28, 2020, Titan received gross proceeds of US $1.5 million from a senior secured loan (the “Medtronic Loan”) provided by an affiliate of Medtronic plc (“Medtronic Lender”). The Medtronic Loan is evidenced by an
amended and restated senior secured promissory note (“Note”) dated June 3, 2020, in the principal amount of US $1.5 million plus an amount equal to certain legal, transaction and intellectual property related expenses incurred by Medtronic and will bear interest at the rate of 8% per annum. The unpaid principal balance owing under the Note, together with any accrued and unpaid interest and all other unpaid obligations under the Note, shall be due and payable in full on the earliest to occur of: (i) June 4, 2023, (ii) the completion of the last milestone under the Development Agreement, or (iii) a Change of Control (as defined in the Note), subject to an accelerated due date under certain adverse conditions. Until repayment of the loan, Medtronic may have one non-voting observer attend meetings of Titan’s Board of Directors.
Medtronic Senior Security
Titan has entered into a security agreement dated April 28, 2020 in favor of Medtronic Lender (the “Security Agreement”) pursuant to which Titan has granted to Medtronic Lender a security interest in all of the Company’s present and future property including all personal property, inventory, equipment and intellectual property. In addition, Medtronic Lender’s rights and powers under the Security Agreement include without limitation (a) exercising and enforcing all rights and remedies of a holder of collateral as if Medtronic Lender were the absolute owner of the collateral, (b) collection of any proceeds arising in respect of all of our property pledged as security for the loan, (c) license or sublicense, whether on an exclusive or nonexclusive basis, of any of our intellectual
property for such term and on such conditions and in such manner a s Medtronic Lender in its sole judgment determines (taking into account such provisions as may be necessary to protect and preserve such intellectual property), and (d) the right to enforce its security in the event of a default which may include the appointment of a receiver by instrument or order of the court.
So there won't be any licensing of IP until the completion of the last milestone in the Development Agreement, change of "control," or payed in full (with interest) June 4, 2023. Which ever is the earliest event. With all of the redactions, there's no telling how many rabbit holes there are in these intertwined agreements.
With all of the company's present and future property tied up in the MDT Loan, why else would MDT require that and a non-voting seat on the BOD, or Mc agree to that? Trust but verify..... until all milestones are met, and to determine if TMDI is a medical device R&D viable resource for future development, and ...... to make sure another competitor is not being considered/discussed.
I think these last 2 raises were necessary to appear that Mc (and TMDI) is still an independently run company (fiduciary stuff).
JMO, but it fits. I think a higher value for TMDI will be based on the viability of TMDI's US subsidiary, otherwise it's just for IP and ENOS. Don't give me blah, blah about Colubris either. TMDI doesn't have the capital to own Colubris IP. But, Colubris may be on the hook in the future for some of TMDI's IP. That's a possibility.
I don't think anyone feels this is a ~ $2B BO, unless you're talking to someone from MDT, Funnycomb or Suck up. Why I'll never know, but this company is worth at least $5B for the IP alone. It creates a new defensible segment in RAS for the next 20 years. JMO.
Good luck to all. Regards, BK.
