Hansen Medical has entered into a confidential settlement agreement with Luna Innovations and its wholly-owned subsidiary, Luna Technologies to resolve all pending claims between the parties stemming from Hansen’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, Luna and Intuitive Surgical, shall enter into agreements including the following:
- Luna is to issue to Hansen a $5 million promissory note secured by a Security Agreement and Patent and Trademark Security Agreement;
- Luna is to issue to Hansen shares of Common Stock equal to 9.9 percent of Luna’s outstanding capital stock after issuance. In addition, Luna will grant Hansen 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 to retain its ownership of 9.9 percent of Luna’s outstanding capital stock;
- License of certain Luna intellectual property to Hansen;
- Intuitive Surgical to enter into a cross-license agreement with Hansen 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 under a development and supply agreement, including a discount for future purchases with an aggregate limit comparable to the amount of Hansen secured promissory note.
“We are pleased to successfully resolve our outstanding litigation with Luna and we are looking forward to partnering with Luna in developing important new medical devices that utilize Luna’s fiber-optic shape-sensing technology,” said Frederic Moll, MD, president and CEO of Hansen.
The Mountain View, Calif.-based company said the fiber-optic shape-sensing and localization technology can provide real-time position measurements to help surgeons navigate through the body. The system consists of software, instrumentation and disposable optical sensing fibers. The technology, originally developed at NASA, is designed to provide the user with a continuous measurement of device location with no adverse effect from line of sight limitations, and without introducing electrical charge or radiation into the body.