Item 1.01. Entry into a Material Definitive Agreement.
On
The Collaboration Agreement includes the following terms, among others:
? The Company grants Illumina rights to use certain of the Company's intellectual
property to develop the Licensed Products in exchange for, among other things,
an up-front payment from Illumina to the Company of
minimum annual royalty payments to the Company in each year following the first
commercial sale of the Licensed Products up to a minimum royalty payment of
commercial sale of the Licensed Products, creditable against royalties to the
Company based on net sales of the Licensed Products subject to varying royalty
rates depending on, among other things, the time period during which the net
sales occur.
? The Company further grants Illumina the right to grant third parties the right
to use certain of the Company's intellectual property solely to the extent
necessary for the development and commercialization of NGS-based proteomic
distributable kits.
? The Company also grants Illumina the right to grant third parties the right to
use certain of the Company's intellectual property for the development and
commercialization of certain in vitro diagnostic test kits in exchange for a
technology access fee to be assessed by Illumina and paid to the Company.
? Licensed Products will be developed pursuant to a mutually agreed upon
development plan. Illumina will be responsible for regulatory, manufacturing
and commercialization activities, except that the Company will maintain sole
responsibility and sole decision-making authority for and with respect to the
Company's proprietary SOMAmer reagents and any other components provided to
Illumina by the Company pursuant to a supply agreement, which the parties have
agreed will be negotiated in good faith and entered into in advance of the
commercialization of the Licensed Products. Illumina has agreed to use
commercially reasonable efforts to commercialize a Licensed Product.
? Each party will retain ownership to its background intellectual property as
well as any new intellectual property conceived and reduced to practice solely
by the employees of such party. Intellectual property conceived and reduced to
practice jointly by the parties will be the joint intellectual property of the
parties.
? For a period beginning on the effective date of the Collaboration Agreement and
ending on the seventh (7th) anniversary of the first commercial sale of a
Licensed Product, which may be shortened upon the occurrence of certain events,
Illumina, the Company and its affiliates have agreed to collaborate exclusively
with each other on the development of Licensed Products.
? The parties have agreed to certain representations and warranties,
indemnification, limitations of liability, and confidentiality and other
provisions customary for agreements of a similar nature.
Unless earlier terminated in accordance with its terms, the Collaboration Agreement will remain in effect until the expiration of the last-to-expire royalty period for the Licensed Products. The Collaboration Agreement may be terminated by either party due to a material breach of the other party, subject to certain cure and dispute resolution provisions, and certain other events, such as insolvency.
The foregoing description of the Collaboration Agreement does not purport to be
complete and is qualified in its entirety by reference to the actual text of the
Collaboration Agreement. The Company intends to seek confidential treatment for
certain portions of the Collaboration Agreement, and subject to such
confidential treatment, the Company will file the Collaboration Agreement as an
exhibit to its Annual Report on Form 10-K for the year ended
1
Item 7.01. Regulation FD Disclosure.
The Company's press release issued on
Forward Looking Statements
This Current Report on Form 8-K contains forward-looking statements, which
statements are subject to the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995. These statements are based upon the Company's
current plans, estimates, and expectations, and are subject to known and unknown
risks and uncertainties that may cause actual results to differ materially. The
risks and uncertainties that may affect the Company's future results of
operations are identified and described in more detail in its filings with the
Item 9.01. Financial Statements and Exhibits.
Exhibit Number Exhibit Description 99.1 Press Release issued bySomaLogic, Inc. onJanuary 5, 2022 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 2
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