Exhibit
4.9


 


FORM 51-102F3


MATERIAL CHANGE
REPORT


 


Item 1 Name and Address of Company


 


IMRIS Inc. (“IMRIS” or the “Company”)


100-1370 Sony Place


Winnipeg, Manitoba


R3T 1N5


 


Item 2 Date of Material Change


 


February 4, 2010


 


Item 3 News Release


 


A press release was disseminated by Canada NewsWire on February 4,
2010 from Winnipeg, Manitoba and is attached as Exhibit “A” to this report.


 


Item 4 Summary of Material Change


 


The Company announced that it has entered into a definitive
agreement to acquire NeuroArm Surgical Limited (“NASL”), a privately held
company based in Calgary, Alberta, and its magnetic resonance-compatible
neurosurgical robot.  IMRIS has also
entered into a memorandum of understanding with MacDonald Dettwiler and
Associates Limited (“MDA”) to create the next generation of the technology.


 


IMRIS will issue 1.6 million common shares as consideration
for the acquisition of NASL, including the technology, patents and associated
intellectual property.


 


Item 5 Full Description of Material Change


 


For further details, please see the
attached news release.


 


Item 6 Reliance on subsection 7.1(2) or (3) of National
Instrument 51-102


 


This report is not being filed on a confidential basis.


 


Item 7 Omitted Information


 


N/A


 


Item 8 Executive Officer


 


Kelly McNeill, Chief Financial Officer of the Corporation, is
knowledgeable about the material change and this report and his business
telephone number is (204) 480-7090.


 


Item 9 Date of Report


 


February 10,
2010


 

















 


EXHIBIT “A”


TO MATERIAL CHANGE REPORT


 


	
  

  	
  FOR IMMEDIATE RELEASE

  



 


IMRIS to Acquire MR-Compatible Surgical Robot Technology


 


— MacDonald, Dettwiler to Partner with IMRIS on Next Generation Surgical
Robot —


 


Winnipeg,
Manitoba, February 4, 2010  (TSX: IM) —  IMRIS
Inc. (“IMRIS” or the “Company”) today announced that it has entered into a
definitive agreement to acquire NeuroArm Surgical Limited (“NASL”), a privately
held company based in Calgary, Alberta, and its magnetic resonance-compatible
neurosurgical robot.  The companies
expect to close the transaction no later than February 8, 2010, subject to
the satisfaction of customary closing conditions.  IMRIS has also entered into a memorandum of
understanding with MacDonald Dettwiler and Associates Limited (“MDA”) to create
the next generation of the technology.


 


The robotic surgery
system is designed to perform microsurgery and biopsy-stereotaxy applications
on the brain with unprecedented precision. To management’s knowledge, it is the
only surgical robot in the world that a surgeon can use together with a magnetic
resonance (MR) scanner in the operating room.


 


“This acquisition will
deepen IMRIS’s offering of image guided therapy solutions, by bringing surgical
robotics together with MR imaging,” said David Graves, IMRIS Chief Executive
Officer.  “This technology offers the
potential to increase neurosurgical precision and contribute to less invasive
procedures.”


 


IMRIS will issue 1.6
million common shares as consideration for the acquisition of NASL, including
the technology, patents and associated intellectual property.  IMRIS and MDA will work together to
commercialize the technology.  MDA, a
world leader in robotics and developer of the Canadarm, played a key role in
creating the current NASL robotic surgery system.


 


“We have developed three
generations of robotic systems for the International Space Station — expertise
that was instrumental in the development of the first NeuroArm,” said Steve
Oldham, MDA’s Vice President responsible for this business.  “We are very pleased that IMRIS’s vision for
surgical robotics under MR guidance utilizes MDA’s technology.  We believe that by combining IMRIS’s
expertise in developing unique image guided therapy solutions with MDA’s
advanced robotics capabilities, we are bringing together all of the right
elements to achieve this vision.”


 


The system features two
robotic arms that can manipulate MR-compatible tools at microscopic scale from
a remote workstation.  The surgeon sees
detailed three-dimensional images of the brain and surgical tools, and uses
hand controllers equipped with enhanced touch sensation that allows the surgeon
to ‘feel’ very small anatomy through the robotic arms and surgical tools.


 


The first generation
robot was developed at the University of Calgary and is currently being used to
perform neurosurgical procedures within an IMRISneuro
suite at Calgary’s Foothills Hospital. 
At closing of the acquisition, IMRIS will enter into a collaboration
agreement with the University of Calgary to leverage its clinical setting and
data through development of the next generation of the technology.


 


“With the same
disciplined approach we have consistently applied in building our business, we
are acquiring a proven technology with tremendous potential applications,” Mr. Graves
said.  “Combining IMRIS’s expertise with MDA’s
leading edge robotics capabilities positions us well to bring this exciting new
technology to medical practitioners to enhance outcomes for their patients.”


 


-30-


 

















 


Analyst Conference Call Today


 


IMRIS will host a
conference call to discuss the announced acquisition of NASL today at 9:30 a.m. ET.  Following management’s presentation, there
will be a question-and-answer session for analysts and institutional
investors.  To participate in the
teleconference, please call 416-644-3416 or
877-974-0450 (conference code 4216139).  To access the live audio webcast, please
visit IMRIS’s website at www.imris.com. 
A taped rebroadcast will be available to listeners following the call
until midnight (ET) on February 11, 2010. 
To access the rebroadcast, please call 416-640-1917 or 877-289-8525 and
enter passcode 4216139#.The webcast will also be archived on IMRIS’s website.


 


About IMRIS


 


IMRIS (TSX: IM) is a global
leader in providing image guided therapy solutions.  These solutions feature fully integrated
surgical and interventional suites that incorporate magnetic resonance,
fluoroscopy and computed tomography to deliver on demand imaging during
procedures. The Company’s systems serve the neurosurgical, cardiovascular and
neurovascular markets and have been selected by leading medical institutions
around the world.


 


About MacDonald, Dettwiler and
Associates Ltd. (MDA)


 


MDA provides advanced information solutions that
capture and process vast amounts of data, produce essential information, and
improve the decision making and operational performance of business and
government organizations worldwide. Focused on markets and customers with
strong repeat business potential, MDA delivers a broad spectrum of information
solutions, ranging from complex operational systems, to tailored information
services, to electronic information products. MDA employs more than 3,200
people in locations across the United States, the United Kingdom, and Canada.
The Company’s common shares trade on the Toronto Stock Exchange under the symbol
TSX:MDA.


 


Forward-Looking Statements


 


This press release contains and refers to
forward-looking information based on current expectations. In some cases,
forward-looking statements can be identified by terminology such as “will”, “anticipate”,
“may”, “expect”, “believe”, “prospective”, “continue” or the negative of these
terms or other similar expressions concerning matters that are not historical
facts.  These statements should not be
understood as guarantees of future performance or results. Such statements
involve known and unknown risks, uncertainties and other factors, including the ability of the parties to satisfy all of
the closing conditions to complete the transaction, our ability to
successfully develop the next generation of the NeuroArm technology, our
ability to commercialize the NeuroArm system and our reliance on our strategic
partners including MDA and the University of Calgary, that may cause actual
results, performance or achievements to be materially different from those
implied by such statements.  Additional factors are discussed in our
materials filed with the securities regulatory authorities from time to time.  Although such statements are based on
management’s reasonable assumptions, there can be no assurance that actual
results will be consistent with such statements. Forward-looking statements are
subject to significant risks and uncertainties, and other factors that could
cause actual results to differ materially from expected results.  These forward-looking statements are made as
of the date hereof and except as may be required by applicable law or stock
exchange regulations, the Company assumes no responsibility to update or revise
them to reflect new events or circumstances.


 

















 


	
  For further information, please
  contact:

  
	
   

  
	
  Brad Woods

  
	
  Director Investor
  Relations

  
	
  & Corporate
  Communications

  
	
  IMRIS Inc.

  
	
  Tel: 204-480-7094

  
	
  Email: bwoods@imris.com