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MRIC > SEC Filings for MRIC > Form 8-K on 19-Mar-2014All Recent SEC Filings

Show all filings for MRI INTERVENTIONS, INC.



Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement.

On March 19, 2014, MRI Interventions, Inc. (the "Company") entered into an Asset Purchase Agreement (the "Purchase Agreement") with Boston Scientific Neuromodulation Corporation, an affiliate of Boston Scientific Corporation. As used in this Current Report on Form 8-K, "Boston Scientific" refers to Boston Scientific Corporation and its affiliates, as applicable.

Pursuant to the Purchase Agreement, Boston Scientific purchased from the Company certain MRI-safety technology for implantable medical leads (the "Transferred Intellectual Property") in consideration for the cancellation of indebtedness of approximately $4.3 million. The Transferred Intellectual Property includes some, but not but all, of the intellectual property the Company previously licensed exclusively to Boston Scientific within the fields of neuromodulation and implantable medical leads for cardiac applications. The asset purchase price was satisfied through the cancellation of the three amended and restated secured convertible promissory notes previously issued by the Company to Boston Scientific in the aggregate principal amount of approximately $4.3 million (the "BSC Notes"). Accordingly, all obligations of the Company under the BSC Notes have been discharged and the liens that secured the Company's obligations under the BSC Notes have been terminated and released.

The Purchase Agreement contains representations and warranties by the Company and Boston Scientific and covenants of the Company and Boston Scientific (including indemnification in the event of breaches of representations and warranties), which the Company believes are customary for a transaction of this nature.

In connection with the Purchase Agreement, the parties entered into a license agreement pursuant to which Boston Scientific granted the Company an exclusive, royalty-free, fully paid up, irrevocable, worldwide license to the Transferred Intellectual Property, with the right to sublicense, within fields of use other than neuromodulation and implantable medical leads for cardiac applications.

In addition, Boston Scientific and the Company entered into amendments to their pre-existing development and license agreements, in the fields of neuromodulation and implantable medical leads for cardiac applications, to eliminate the milestone-based payments and royalties provided under those agreements. As such, the Company will no longer be entitled to receive any future milestone-based payments or royalties under its development and license agreements with Boston Scientific.

The transactions contemplated by the Purchase Agreement do not impact the Company's ability to continue to commercialize its ClearPoint system or to continue the development of its ClearTrace system.

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