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Subsequent Event (Notes)
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6 Months Ended | ||||
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Jun. 30, 2014
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| Subsequent Events [Abstract] | |||||
| Subsequent Events [Text Block] |
On August 13, 2014, the Company, through its wholly-owned subsidiary Interpace Diagnostics, LLC (“Interpace”), acquired miRInform® Thyroid and Pancreas cancer diagnostic tests, other tests in development for thyroid cancer, associated intellectual property and a biobank with more than 5,000 patient tissue samples (the “Transaction”) from Asuragen, Inc. (“Asuragen”) pursuant to an asset purchase agreement dated August 13, 2014 (the “Agreement”). The Company paid $8.0 million at the closing of the Transaction on August 13, 2014 and will be obligated to pay an additional $0.5 million to Asuragen upon the successful completion by Asuragen of certain transition service obligations set forth in a transition services agreement, entered into by Interpace and Asuragen concurrently with the Agreement. In addition, the Company will be obligated to make a milestone payment of $0.5 million to Asuragen upon the earlier of the launch of a miRInform® Pancreas product or February 13, 2016, and through August 13, 2015, to pay royalties of 5.0% on the future net sales of the miRInform® Pancreas diagnostics product line, 3.5% on the future net sales of the miRInform® Thyroid diagnostics product line and 1.5% on the future net sales of certain other thyroid diagnostics product lines.
In connection with the Transaction, on August 13, 2014, Asuragen also agreed to supply the Company with cellular RNA preservation solution (RNARetain®) pursuant to terms set forth in a supply agreement between the parties as well as to certain restrictions on its ability to compete with the Company with regard to the acquired product lines for a period of five years pursuant to a non-competition agreement between the parties. On August 13, 2014, in connection with the Transaction, the Company also entered into two license agreements with Asuragen relating to the Company’s ability to sell miRInform® Thyroid and Pancreas cancer diagnostic tests and other tests in development for thyroid cancer.
The acquisition of these product lines is part of our recently announced strategy focused on becoming a leading commercialization company for the molecular diagnostics industry via in-licensing, acquiring or partnering. Management of the Company believes this is a natural extension for the Company and the strength of its core capabilities, installed infrastructure and the ability to gain synergies significantly mitigates the risks associated with this strategy.
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