Reply 123390 Trump.. You're the only one that thinks they are still independent. Again, 3rd time I've said this - he's walking a very thin (careful) line between existing commitments and future events.
But when you look at them collectively... the terms of all these MDT agreements don't fit the conditions. It's baffling to me why Mc would agree to an exclusive, 1-time $10M payment license agreement, and permit a seat at the BOD table as part of a development agreement. These are specific, and date certain events purely based on performance. And put up ALL of the present and future products as collateral??? WOW! Who's voting for Mc now?
Here's why I don't believe you.
1) He didn't have to take MDT's $1.5M Senior Secured loan. There's no known strategic reason, financial reason, or market benefit for TMDI to agreeing to that loan and those terms. Period. He could have gone to a bank and then used some of the $18M from the raise to pay off the consultant. He could have used some of the $10M from the license agreement. Taking that loan, with those terms is THE red flag b/c it's just not necessary and could easily have included a future stream of payments. That would have been a great element to this ruse (IMO). I'm perplexed. Back to Mc - Why on earth would ANYONE tie up ALL of the current and future products as collateral for $1.5M ????????? And justify it as a payment to settle a consulting law suit? If MDT only had eyes for specific IP and know-how, as it's stated in the agreement? Those terms are so far beyond fair value for collateral it's laughable, and NOT conducive to an independently run company. And if it were a truly collateralized loan, then the terms of repayment would include an immediate payoff clause. Which it doesn't. So that REALLY doesn't fit IMO. Show of hands??? Are we done here? No wait, there's more!
2) An EXCLUSIVE license agreement for IP and know-how for a paltry $10M? And only as a 1-time payment??? Puuuleeeeezzze. That smells bad from a mile away, under water, with nose plugs. No one does an exclusive license agreement for a 1-time payment and only for $10M. If there was a clause for a future stream of payments to TMDI, I'd buy that. But there doesn't appear to be one. Perhaps it's redacted? Nah. Mc should be seriously questioned about that negotiation.... hopefully someday. Does that sound like an independently run company decision? Don't believe me yet? Call J&J and ask if they would like to license specific IP from TMDI as a 1-time payment for $10M. They won't answer. They'll just ask where to send the money. IMO.
3) Why have a non-voting member attend BOD meetings if this is only a development agreement with fixed milestones and payments, and a 1-time license payment? One and done? I have to ask myself....why is this provision in any agreement if this is an exclusive license agreement and a fixed term/payment development agreement? I'm sure there are terms in the development agreement for performance, cure and default. Besides, it's a development agreement for technology that doesn't exist, or doesn't exist as part of HUGO. So there should be (may be) lots of wiggle room. It would only matter to MDT to be sure TMDI isn't speaking with a competitor........ b/c those terms have to be discussed with the Board. So, why would Mc agree to permit a supposed competitor attend BOD meetings and be privileged to TMDI strategic meetings? Are they short one person for the campfire Kumbayah song? We all know why. Does that sound like an independently run company decision?
I appreciate your assistance helping me with these points to show how this may not be what you purport it to be.
Good luck to all. Regards, BK.
