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Other Agreements
3 Months Ended
Mar. 31, 2019
Other Agreements [Abstract]  
Other Agreements

Note 10. Other Agreements

NuvoGen Obligation

Pursuant to the Company’s asset purchase agreement with NuvoGen Research, LLC (“NuvoGen”), as amended, the Company is obligated to pay NuvoGen the greater of $400,000 or 6% of annual revenue until the obligation is paid in full. In addition to fixed quarterly payments of $100,000, revenue-based payments of $92,169 and $363,686 were payable as of March 31, 2019 and December 31, 2018, respectively. There have been no significant modifications to the terms and conditions of the Company’s NuvoGen obligation since the disclosures made in the Company’s Annual Report on Form 10-K, filed with the SEC on March 7, 2019.

 

Minimum payments to be made in 2019 include $92,169 of revenue-based payments payable as of March 31, 2019, and an estimate of additional revenue-based payments to be made throughout the remainder of 2019 relating to revenue generated in the second, third and fourth quarters of 2019 using actual revenue generated in the same quarters in 2018. Minimum payments for the remaining years include only the minimum payments for each year. Actual payments could be significantly more than provided in the table, to the extent that 6% of the Company’s annual revenue in 2020 and beyond exceeds $400,000:

 

2019

 

$

1,232,884

 

2020

 

 

400,000

 

2021

 

 

400,000

 

2022

 

 

400,000

 

2023

 

 

400,000

 

2024 and beyond

 

 

3,590,051

 

Total NuvoGen obligation payments

 

 

6,422,935

 

Plus interest accretion

 

 

102,718

 

Total NuvoGen obligation, net

 

$

6,525,653

 

 

The Company has recorded the obligation at the estimated present value of the future payments using a discount rate of 2.5%, the Company’s estimate of its effective borrowing rate for similar obligations. The unamortized debt discount was $(102,718) and $(106,132) at March 31, 2019 and December 31, 2018, respectively. Discount accreted during the three months ended March 31, 2019 and 2018 was $(3,414) and $(2,952), respectively.

 

Illumina, Inc. Agreement

In June 2017, the Company entered into an Amended and Restated Development and Component Supply Agreement with Illumina, Inc. (“Illumina”), effective May 31, 2017 (“Restated Agreement”), which amended and restated the parties’ IVD Test Development and Component Supply Agreement entered into in October 2014 (“Original Agreement”). The Restated Agreement provides for the development and worldwide commercialization by the Company of nuclease-protection-based RNA or DNA profiling tests (“IVD test kits”) for use with Illumina’s MiSeqDx sequencer in the field of diagnostic oncology testing in humans (“Field”). See Note 18 for discussion of the April 2019 amendment to the Restated Agreement.