Hansen Medical, Inc. (NASDAQ: HNSN)
announced today that it has entered into a Confidential Settlement
Agreement (the "Settlement Agreement") with Luna Innovations Incorporated
(NASDAQ: LUNA) and its wholly-owned subsidiary, Luna Technologies, Inc. The
settlement agreement is designed to resolve all pending claims between the
parties stemming from Hansen Medical's suit against Luna in California
Superior Court, as well as litigation between the parties stemming from
Luna's bankruptcy filing in the Western District of Virginia. The
settlement agreement contemplates that, subject to certain conditions
including Luna's emergence from bankruptcy, Hansen Medical, Luna and
Intuitive Surgical, Inc. (NASDAQ: ISI), shall enter into agreements
including the following:
-- Luna to issue to Hansen Medical a $5,000,000 Secured Promissory Note
secured by a Security Agreement and Patent and Trademark Security
Agreement;
-- Luna to issue to Hansen Medical shares of Common Stock equal to 9.9
percent of Luna's outstanding capital stock after issuance. In addition,
Luna will grant Hansen Medical a warrant to purchase additional shares of
Luna's Common Stock for three years after the Effective Date, at a purchase
price of $0.01 per share, to the extent necessary for Hansen Medical to
retain its ownership of 9.9 percent of Luna's outstanding capital stock;
-- License of certain Luna intellectual property to Hansen Medical;
-- Intuitive Surgical to enter into a Cross License Agreement with Hansen
Medical with respect to certain fiber optic shape sensing and localization
technology; and
-- Luna to develop a fiber optic shape sensing and localization solution
for Hansen Medical under a Development and Supply Agreement, including a
discount for future purchases with an aggregate limit comparable to the
amount of Hansen Medical's Secured Promissory Note.