UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES AND EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): December 11, 2009
HANSEN MEDICAL, INC.
(Exact name of registrant as specified in charter)
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| Delaware | | 001-33151 | | 14-1850535 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (I.R.S. Employer Identification No.) |
800 East Middlefield Road
Mountain View, California 94043
(Address of principal executive offices and zip code)
Registrant’s telephone number, including area code: (650) 404-5800
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 1.01. | Entry Into a Material Definitive Agreement. |
On December 11, 2009, Hansen Medical, Inc. (the “Company”) entered into an Extended Joint Development Agreement (the “Agreement”) with Philips Medical Systems Nederland B.V., a Philips Healthcare company (“Philips”). Below is a summary of the material terms of the Agreement. The following summary is qualified in its entirety by reference to the copy of the Agreement, which will be filed as an exhibit to the Company’s Annual Report on Form 10-K for the year ended December 31, 2009.
The Agreement provides that the Company, with support and collaboration from Philips, will develop a vascular robotics platform and associated catheters (the “Vascular System”). The Vascular System will not include the Company’s Sensei Robotic Catheter System or any system used for endoluminal, cardiac or other non-vascular procedures. Pursuant to the Agreement, Philips will partially fund the Company’s development costs based upon the Company’s achievement of development milestones for the Vascular System. For up to five years after the initial commercial shipment of the Vascular System, the Company will pay Phillips fees based on the number of Vascular System and associated catheters that are sold subject to caps based on the amounts Philips contributes to the development. The Agreement will remain in effect until the earlier of April 1, 2012 or the completion of the Vascular System, provided that either party may terminate the Agreement in the event of the other party’s uncured failure to perform a material obligation. Philips may also terminate the Agreement for convenience upon 60 days prior written notice and the payment of a variable termination fee.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
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| | HANSEN MEDICAL, INC. (Registrant) |
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| Date: December 16, 2009 | | /s/ STEVEN M. VAN DICK |
| | Steven M. Van Dick Chief Financial Officer |
