TORONTO - Titan Medical Inc. ('Titan' or the 'Company') (TSX: TMD; OTC: TMDIF) announced today that the Company has entered into a license agreement ('Agreement') with Intuitive Surgical, Inc. ('Intuitive') (Nasdaq: ISRG), a global technology leader in minimally invasive care and the pioneer of robotic-assisted surgery ('RAS'), for an upfront payment of US$7.5 million in respect of certain intellectual property ('IP') of Titan.
Under the Agreement, Titan has granted Intuitive a non-exclusive license to all of Titan's IP, with the exception of the IP that is exclusively licensed to another party under a June 2020 license agreement. Titan retains ownership of the licensed IP, along with the associated rights including the right to continue to develop and commercialize the technologies covered by the licensed IP and the right to license the IP to other third parties.
About Titan Medical
Titan Medical Inc. (TSX: TMD; OTC: TMDIF), a medical technology company headquartered in Toronto, Ontario with operations in Chapel Hill, North Carolina, has developed an expansive patent portfolio related to the enhancement of robotic assisted surgery (RAS), including through a single access point. On November 30, 2022, the Company announced the commencement of a strategic review process that considered a full range of strategic alternatives including corporate sale, merger or other business combination, a sale of all or a portion of the Company's assets, strategic investment or other significant transaction, including as announced on March 22, 2023, the sale and/or licensing of all or a portion of the Company's assets, including its intellectual property.
Cautionary Statement Regarding Forward-Looking Information
This news release contains 'forward-looking statements' within the meaning of applicable Canadian and U.S. securities laws, which reflect the current expectations of management of the Company's future growth, results of operations, performance and business prospects and opportunities. Forward-looking statements are frequently, but not always, identified by words such as 'may', 'would', 'could', 'will', 'anticipate', 'believe', 'plan', 'expect', 'intend', 'estimate', 'potential for' and similar expressions, although these words may not be present in all forward-looking statements. Forward-looking statements that appear in this release may include, without limitation, references to: the receipt of the US$7.5 million from Intuitive; the Company retaining ownership of the licensed intellectual property and the rights necessary to continue to develop and commercialize the technologies covered by the licensed intellectual property and RAS technologies; the Company's right and ability to license its intellectual property to other third parties.
These forward-looking statements reflect management's current beliefs with respect to future events and are based on information currently available to management that, while considered reasonable by management as of the date on which the statements are made, are inherently subject to significant business, economic and competitive uncertainties and contingencies which could result in actions, events, conditions, results, performance or achievements to be materially different from those projected in the forward-looking statements. Forward-looking statements involve significant risks, uncertainties and assumptions and many factors could cause the Company's actual results, performance or achievements to be materially different from any future results, performance or achievements that may be expressed or implied by such forward-looking statements. Such factors and assumptions include, but are not limited to, the Company's ability to retain key personnel; its ability to execute on its business plans and strategies; its ability to continue to license some or all its intellectual property to third parties and receive any material consideration; the sufficiency of its working capital to continue to fund its operations and avoid making any filing under the Bankruptcy and Insolvency Act (Canada) or the Companies' Creditors Arrangement Act and other factors listed in the 'Risk Factors' section of the Company's Annual Report for the fiscal year ended December 31, 2021 (which may be viewed at www.sedar.com and at www.sec.gov). Should one or more of these risks or uncertainties materialize, or should assumptions underlying the forward-looking statements prove incorrect, actual results, performance, or achievements may vary materially from those expressed or implied by the forward-looking statements contained in this news release. These factors should be considered carefully, and prospective investors should not place undue reliance on the forward-looking statements.
Although the forward-looking statements contained in the news release are based upon what management currently believes to be reasonable assumptions and the Company has attempted to identify important factors that could cause actual actions, events, conditions, results, performance or achievements to differ materially from those described in forward-looking statements, the Company cannot assure prospective investors that actual results, performance or achievements will be consistent with these forward-looking statements. Accordingly, investors should not place undue reliance on forward-looking statements. All the forward-looking statements are expressly qualified by the foregoing cautionary statements.