My analogy isn't just about software.
The controllers, links and physical connections are 2 halves that are both design patents. IDC about software. To use the instruments, MDT must have the physical link patents from which to control the instruments. There's no patent description for controllers, hand controllers, or controller interface links to the instruments. Those are USPTO verified unique designs. I just don't see it.
Here's you answer regarding "Why did MDT license the IP to begin with?" This is too obvious. How could MDT assist TMDI, and keep them away from competitors at the same time? TMDI has nothing to sell - yet, and ENOS wasn't in the verifiable condition it's in presently. It's been reviewed and verified NOW. The only "things" TMDI has are IP, ENOS and R&D capability. Licenses were one of the few ways to get cash in TMDI's pockets without taking a % stake in the company, and risking it going public. Again, this would lead to the Mazor sp debacle.
The other way is to pay for development projects. Why would MDT engage little 'ol Titan to develop anything for them, if they have this monumental stable of engineering horses? Makes no sense, unless you want to pass some cash to them, b/c you're interested in them continuing as a going concern. Or they have something that you REALLY want, but it's not finished yet. Perhaps.
This is how you treat a potential business partner, that may become a division of the parent company.
It's a plausible theory that MDT may actually want to build a SP RAS device, except when they don't have all the IP they need to make it work. AND it leaves the possibility of ENOS in the hands of ISRG. And ALL the other reasons I mentioned in my previous emails about creating chaos for themselves. Sure, MDT is in the business of creating chaos for themselves, as a 5-year business plan. Giving ISRG a 5 year head start, using ENOS to extend the useful life of their existing tech, cutting the potential revenue by 50%, and competing against their own IP? Perhaps the WSJ will be praising his strategic planning, execution and vision? Nah. Don't think so.
The redactions and ridiculous provisions in the Loan are the keys.
Why would MDT require control - if they don't want ENOS? MDT wants control so TMDI can't do much while the development agreements are in play, and the loan can't be paid off before then. Otherwise - if it were "just" a Loan, there would have been an early payoff clause. Whoops! There goes control.
MDT wants ENOS further developed before the tuck-in. But... the further along the development of ENOS, the more attractive TMDI is to competitors. Tuck-in. Their language. Their MO. Their business model. You always forget about the "why" control TMDI, with those pesky Loan provisions. If it's just a development agreement, then why require a guest seat in the BOD meetings? THAT provision is completely unnecessary. That person doesn't need to be there, b/c there's already an entire Development Review Committee. Control. Again, you forget the details.
Mazor didn't have any communication limitations, and MDT nearly paid dearly for that oversight. So - what do you know? There's a communication limitation provision in the agreements. You have to remember the details, or it appears to be innocent.
You might say "So what?" about the loan provisions. Well, TMDI sure cares b/c all of their IP was put up for collateral. That would be the first thing you, or anyone else would get out from under, but SURPRISE! you can't until the 4th milestone is completed. So now the LOAN isn't really a loan. It's control for a very long time.
The agreements will extend the runway for ENOS for nearly 2 years, and added cash to the company bottom line. It's a perfect plan, without creating a sp stampede. It also gives MDT a better understanding into TMDI's Living Labs - a little more than a full year to do additional DD. Because time is the only element that can mitigate risk, and clarify assumptions when doing research. TLL is a critical component to the future of ENOS, and ENOS descendants.
I get the part where you don't want to believe the possibilities. Regardless of how well they fit. What I don't get is why? If I'm right we all win BIG.
You're arguing against winning BIG. That's a completely new contrarian strategy they don't teach in B-School.
I'll leave my thoughts, answers, explanations, and your arguments for the audience to decide.
Good luck to all. Regards,BK.
