minimum annual lease payments under Lease Schedule No.’s 1, 2, and 3 above for the years ending after December 31, 2017
are as follows (in thousands):
|| ||248|| |
|| ||59|| |
|Total minimum lease payments||
|| ||690|| |
|Less amounts representing interest||
|Present value of net minimum lease payments||
has entered into a License Agreement with The Wistar Institute of Anatomy and Biology (“Wistar”) that entitles OncoCyte
to use certain patents, know-how and data belonging to Wistar.
the License Agreement, OncoCyte has obtained an exclusive, worldwide license under certain patents, and under certain know-how
and data (“Technical Information”) belonging to Wistar, for use in the field of molecular diagnostics for lung cancer,
including, but not limited to confirmatory, companion and recurrence diagnostics for any type of lung cancer with detection through
whole blood, fractionated blood, plasma, serum and/or other biological samples. OncoCyte has the right to grant sublicenses of
the licensed patents and Technical Information subject to certain conditions.
paid Wistar an initial license fee and will pay Wistar royalties on “net sales” of “licensed products,”
as such terms are defined in the License Agreement. The royalty rates will range from 3% to 5% depending upon the amount of cumulative
net sales. The amount of royalties payable to Wistar will be reduced by the amount of any royalties that OncoCyte must pay to
any third parties on the sale of the licensed products, but subject to a maximum reduction of 50%. The obligation to pay royalties
to Wistar will terminate on a licensed product by-licensed product and country-by-country basis until the later of (i) the date
a valid claim of a licensed patent covering the licensed product no longer exists, or (ii) the tenth (10th) anniversary of the
first commercial sale of the licensed product in each country.
will pay Wistar a minimum annual royalty each year, which in each case will be credited against total royalties due during the
year in which the minimum royalty is paid. OncoCyte will also be obligated to pay Wistar an annual license maintenance fee in
the mid-five figures.
will also pay Wistar a portion of any non-royalty sublicensing income that OncoCyte may receive from any sub-licensee. Non-royalty
sublicensing income will include any consideration received from a sub-licensee for granting the sublicense, but excluding royalties,
the fair market value of any equity or debt securities sold to a sub-licensee, and any payments received from a sub-licensee for
any related research conducted by OncoCyte for the sublicensee.
also will pay Wistar (a) milestone payments upon the occurrence of certain milestone events in the development and commercialization
of a licensed product, and (b) all past or ongoing costs incurred or to be incurred by Wistar, including government fees and attorneys’
fees, in the course of prosecuting the licensed patents.
has agreed to use commercially reasonable diligent efforts, directly or through sub-licensees, to develop and commercialize licensed
products. OncoCyte has agreed that it or a sub-licensee will commence commercial sale of a licensed product by a specified date.
If sales of a licensed product do not commence by the specified date, OncoCyte may purchase up to three one-year extensions of
the deadline by paying Wistar a designated fee for the applicable extension.
has agreed to indemnify Wistar and its trustees, managers, officers, agents, employees, faculty, affiliated investigators, personnel
and staff from and against certain claims and liabilities related to the License Agreement and development, manufacture and sale
of licensed products, excluding liabilities that result from or arise out of an indemnified party’s gross negligence or
has the right to terminate the License Agreement, subject to certain notice and cure periods and force majeure delays in
certain cases, if any of the following occur: (a) OncoCyte fails to pay any amount payable to Wistar; (b) OncoCyte materially
breaches any covenant or agreement or any continuing representation or warranty contained in the License Agreement; (c) OncoCyte
becomes subject to certain bankruptcy or insolvency events, (d) OncoCyte dissolves or ceases operations, (e) OncoCyte or any of
its affiliates or sub-licensees or affiliates of any our sub-licensees challenges the validity, patentability, scope, construction,
enforceability, non-infringement, or Wistar’s ownership of any issued patent comprising the licensed patents, or assists
any third party in any such challenge; or (f) OncoCyte fails to fulfill its product development and commercialization diligence
obligations and related performance milestones.