Written by Lou Phelps Monday, 16 January 2012 09:53
SBJ Staff Report
Jan 16, 2012 - Health Discovery Corporation (HDC) of Savannah and NeoGenomics Laboratories Inc, wholly-owned subsidiary of NeoGenomics, Inc. entered into a Master License Agreement last week where HDC granted to NeoGenomics Laboratories an exclusive worldwide license to sell HDC’s licensed patents and products.
HDC owns patents in laboratory testing, molecular diagnostics, clinical pathology, anatomic pathology and digital image analysis for diagnosing, ruling out, predicting a response to treatment, and/or monitoring treatment of hematopoietic and solid tumor cancers excluding cancers affecting the retina and breast cancer.
HDC’s pre-existing licenses, including with Quest Diagnostics Inc. and Smart Personalized Medicine, LLC relating to breast cancer, and commitments regarding the Letter of Intent to form a joint venture, Retinalyze, LLC relating to cancer of the retina, remain in effect. Moreover, HDC retains all rights to in-vitro diagnostic (IVD) test kit development.
NeoGenomics Laboratories will pay HDC $1,000,000 in cash and 1,360,000 shares of NeoGenomic’s common stock, par value $0.001 per share, which had a market value of $1,945,000.
In addition, the License Agreement provides for milestone payments to HDC, in cash or stock, in increments of $500,000 for every $2,000,000 in GAAP revenue recognized by NeoGenomics Laboratories up to a total of $5,000,000 in potential milestone payments.
After $20,000,000 in cumulative GAAP revenue has been recognized by NeoGenomics Laboratories, HDC will receive a royalty of 6.5% on Net Revenue.
NeoGenomics Laboratories has agreed to use its best efforts to commercialize certain products within one year of the date of the License Agreement, subject to two one-year extensions per product.
If NeoGenomics Laboratories has not generated $5.0 million of net revenue from products, services and sublicensing arrangements pursuant to the License Agreement within five years of the effective date of the License Agreement, HDC may, at its option, revoke the exclusivity with respect to any one or more of the Initial Licensed Products, subject to certain conditions.
The effectiveness of the License Agreement is contingent upon the execution of an employment or other agreement between NeoGenomics Laboratories and Maher Albitar, M.D. and consulting agreements between NeoGenomics Laboratories and each of Dr. Stephen Barnhill, Dr. Herbert Fritsche, Dr. Isabelle Guyon, and Dr. Hong Zhang, principals of HDC.




by Lou Phelps





