Echo Therapeutics, a medical device company developing its Symphony CGM system as a non-invasive, wireless continuous glucose monitoring system, has entered into a strategic collaboration agreement with Medical Technologies Innovation Asia (MTIA) for a license arrangement and equity investment in Echo.
Under the terms of the license, development and commercialization agreement, dated 9 December 2013, between MTIA and Echo, Echo granted MTIA rights to develop, manufacture, market and distribute Echo's Symphony CGM system on an exclusive basis for the Chinese market, including the Peoples' Republic of China, Hong Kong, Macau and Taiwan.
Under the terms of the agreement, MTIA is responsible for development costs, as well as manufacturing and marketing costs, relating to the Symphony CGM system for the Chinese market, and for obtaining regulatory approval for the product in the licensed territories.
Upon the earlier of regulatory approval from the China Food and Drug Administration or upon Echo's termination of the Agreement, MTIA is entitled to reimbursement of development costs up to $1.5m in the form of shares of Echo's common stock valued at $2.71, which was the NASDAQ closing price on 9 December 2013.
The parties will share net sales of the product generated in the territory. The term of the agreement is ten years, subject to certain rights to earlier termination for breach, change of control and certain performance obligations.
This strategic partnership offers Echo both the potential to accelerate Symphony's commercialization in China and to access to the Chinese market, where MTIA has established sales channels in more than 1,000 hospitals spanning the country's provinces.
MTIA managing director Bai Ge noted this collaboration addresses a specific market need in China and the company believes that, with its medical device expertise and extensive sales channels, the Symphony CGM system has the potential to revolutionize the standard of care for glucose monitoring in China.
"We are exceptionally pleased to work together with Echo and look forward to a long and productive partnership," Ge added.
As partial consideration for the agreement, MTIA and its affiliate purchased 1,818,182 shares of Echo's common stock, par value $0.01 per share, at $2.75 per share, a premium to NASDAQ's closing market price of Echo's common stock on 9 December 2013.
MTIA will also receive 181,818 warrants, having a five-year term and an exercise price of $2.75 per warrant. The warrants are exercisable commencing on 9 June 2014. Additionally, Platinum Partners and certain of its affiliates, increased their position in Echo by purchasing 69,569 shares of Echo's common stock at $2.75 per share, a premium to NASDAQ's closing market price on 9 December 2013.
Platinum is also purchasing 1,748,613 shares of Series E Convertible Preferred Shares at a purchase price of $2.75 per share which are convertible into shares of Echo's common stock on a one-for-one basis. Platinum will also receive 181,818 warrants on the same terms and conditions as the warrants issued to MTIA.
The securities are subject to certain piggy-back registration rights. As a result of the investment in the Company of $10m, Echo will withdraw the registration statement on Form S-1 filed by the company on 2 December 2013. The company had filed the Form S-1 as a potential back-up financial alternative in the event that negotiations with MTIA were not successful.
