Zomedica restructures TRUFORMA deal with Qorvo; takes control of development and manufacturing

The License Agreement grants ZomInc a license to use certain of Qorvo's product technology and intellectual property rights in connection with ZomInc's development, manufacture, offer and sale of TRUFORMA products throughout the world. The term of the License Agreement is perpetual unless earlier terminated by the parties. The license granted to ZomInc by Qorvo shall remain exclusive for ten years, however this exclusivity may be extended thereafter in return for a one-time extension fee of $8 million. ZomInc has agreed to pay Qorvo a one-time license fee of $4 million on the effective date of the License Agreement and another payment of $4 million upon ZomInc's completion of the installation qualification process contemplated by the Transition Agreement for a cartridge production line at any ZomInc facility, subject to a prorated refund provision in the event Qorvo ceases the manufacture of BAW Sensors during the initial ten-year exclusivity period.

The Transition Agreement contemplates the transition of TRUFORMA cartridge and instrument manufacturing, along with TRUFORMA assay and software development, to ZomInc over a two-year transition period. The Transition Agreement calls for the establishment of a Joint Transition Committee staffed by representatives of Qorvo and ZomInc who will meet on a regular basis and be responsible for overseeing and coordinating the transition. ZomInc has agreed to pay service charges to Qorvo for its services provided under the Transition Agreement which payments will first be offset against a large deposit paid by ZomInc pursuant to a previous purchase order. In addition, ZomInc has agreed to purchase a minimum number of production cartridges and development cartridges from Qorvo in 2023 and 2024 at predetermined prices.

Under the Supply Agreement, Qorvo has agreed to supply ZomInc with BAW sensors for ZomInc's use in its TRUFORMA products. For the term of the Supply Agreement, or until the license granted under the License Agreement is no longer exclusive, Qorvo has agreed not to supply BAW Sensors to any other person or entity specializing in veterinary medicine to make or commercialize diagnostic instruments, assays or cartridges in the veterinary medicine field. 2 ZomInc will pay a fixed price for the BAW sensors and may solely use the BAW sensors in connection with developing, manufacturing and commercializing its TRUFORMA products and in accordance with the terms and conditions of the License Agreement.