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Other Agreements
9 Months Ended
Sep. 30, 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 $224,288 and $363,686 were payable as of September 30, 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 $224,288 of revenue-based payments payable as of September 30, 2019. Minimum payments to be made in 2020 include an estimate of additional revenue-based payments to be made in 2020 relating to actual revenue generated in the first, second and third quarters of 2020, estimated using actual revenue generated in the same quarters in 2019. Minimum payments for the remaining periods include only the minimum payments for each quarterly period. 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. The remaining minimum payments to be made to NuvoGen as of September 30, 2019 are as follows for each fiscal year:

 

2019

 

$

324,288

 

2020

 

 

1,103,635

 

2021

 

 

400,000

 

2022

 

 

400,000

 

2023

 

 

400,000

 

2024 and beyond

 

 

3,255,063

 

Total NuvoGen obligation payments

 

 

5,882,986

 

Plus interest accretion

 

 

95,860

 

Total NuvoGen obligation, net

 

$

5,978,846

 

 

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 $(95,860) and $(106,132) at September 30, 2019 and December 31, 2018, respectively. Discount accreted during the three and nine months ended September 30, 2019, was $(3,790) and $(10,273), respectively, compared to $(3,119) and $(9,125) for the three and nine months ended September 30, 2018, 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”).

On April 23, 2019, the Company and Illumina entered into the First Amendment to the Restated Agreement, effective as of April 3, 2019 (the “First Amendment”). The First Amendment expands the scope of the Field defined in the Restated Agreement to include diagnostic testing in humans for (i) autoimmune disorders and diseases, (ii) cardiovascular disorders and diseases, and (iii) fibrosis disorders and diseases ((i)-(iii) together, the “Other Fields”). The Company and Illumina will continue the development plans that have been previously entered into under the Restated Agreement, and the Company may, at its discretion, submit additional development plans for IVD test kits in the Field to Illumina for its approval, not to be unreasonably withheld. In addition, Illumina will consider requests for additional development plans for IVD test kits in the Other Fields in good faith, but Illumina may accept or reject such requests in its sole and absolute discretion.