April 22, 2005
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Medtronic to acquire Karlin Tech’s spinal portfolio for $1.35 billion

The agreement ends all litigation between Medtronic, Karin Technology and Gary K. Michelson, MD.

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Medtronic Inc. has entered into an agreement to acquire virtually all spine-related intellectual property held by Karlin Technology Inc. and Gary K. Michelson, MD, resolving all outstanding litigation and disputes between the parties.

Under the agreement, Medtronic will take ownership of more than 100 issued United States patents, more than 110 pending U.S. patent applications and approximately 500 foreign patent counterparts, all of which pertain to novel spinal technologies and techniques, according to a press release from Medtronic.

Medtronic will also receive ownership of any inventions related to diagnosis and treatment of spinal disorders that may be conceived or acquired by Michelson or Karlin Technology over a 15 year period following close of the agreement, the company said in the release. Additionally, the agreement will end all existing license agreements relating to ongoing royalty payments made to both Karlin Technology and Michelson.

The transaction remains subject to requisite regulatory approvals, but is expected to close during the first quarter of the 2006 fiscal year.

Initial estimates indicate the total transaction to be worth $1.35 billion. This includes about $800 million in intangible technology-based assets, such as intellectual property and license agreements. An estimated $75 to $175 million of this is expected to be classified as in-process research and development to be expensed at closing. The remaining assets will be amortized over a period of up to 20 years, according to the press release.

Medtronic will record the remaining $550 million balance of the purchase price as an expense during the current year related to settlement of claims by Karlin Technology and Michelson.