Item 1.01. Entry into a Material Definitive Agreement.
As previously reported in January 2021, Myomo, Inc. (the "Company") entered into
an Equity Joint Venture Contract with Beijing Ryzur Medical Investment Co., Ltd.
("Ryzur Medical"), a medical device manufacturer based in Beijing, China, to
form a joint venture (the "JV") to manufacture and sell the Company's current
and future products in greater China, including Hong Kong, Macau and Taiwan (the
"JV Agreement"). On December 30, 2021 and made effective retroactively to
December 29, 2021 (the "Effective Date"), the Company entered into an amended
and restated JV Agreement (as amended and restated, the "Amended JV Agreement"),
a Technology License Agreement and a Trademark License Agreement. The Amended JV
Agreement added Wuxi Chinaleaf Rehabilitation Industry Equity Investment Fund
(Limited Partnership) ("Chinaleaf") as a party to hold an equity interest in the
JV. The Company retained its 19.9% equity interest in the JV. In addition, the
Amended JV Agreement modified certain governance matters, including eliminating
certain consent rights from the original JV Agreement favor of the Company, as
described in the Amended JV Agreement. The Amended JV Agreement also fixed the
per-unit price for MyoPro Control System units, the purchase of which is
required to meet the minimum annual guaranteed payments to Myomo as defined in
the Amended JV Agreement,
The Technology License Agreement is a ten-year agreement to license the
Company's intellectual property and purchase MyoPro Control System units from
the Company. Under the Technology License Agreement, the Company is entitled to
receive an upfront license fee of $2.7 million, Payment of the first installment
of $0.2 million is due within 30 days of the Effective Date, the proceeds from
which the Company will contribute to the registered capital of the JV ("Myomo
Contribution"). Payment of the remainder of the license fee is due within 30
days from the date of the Myomo Contribution, after receipt of which the Company
shall commence the transfer of technology.
The Trademark License Agreement provides for the license of certain of the
Company's trademarks for use by the JV in its territory of operation.
The foregoing summaries of the terms of the Amended JV Agreement, the Technology
License Agreement and the Trademark License Agreement do not purport to be
complete and are qualified in their entirety by reference to the such
agreements, copies of which will be filed with the Company's next Annual Report
on Form 10-K for the year ended December 31, 2021.
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