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FLDM > SEC Filings for FLDM > Form 8-K on 7-May-2012All Recent SEC Filings

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Form 8-K for FLUIDIGM CORP


7-May-2012

Termination of a Material Definitive Agreement, Financial Statements and Exhibits


Item 1.02. Termination of a Material Definitive Agreement

On May 17, 2010, we entered into a Collaboration and Option Agreement with Novartis Vaccines & Diagnostics, Inc. ("Novartis V&D") pursuant to which our capabilities in digital polymerase chain reaction were being developed for certain in-vitro diagnostics applications (as amended, the "Collaboration Agreement"). In connection with the Collaboration Agreement, we also entered into a Quality Agreement for Development of In-Vitro Diagnostics Devices (the "Quality Agreement" and together with the Collaboration Agreement, the "Novartis Agreements"). The Collaboration Agreement provided Novartis V&D with an exclusive option, exercisable on or before April 30, 2012 (the "Term"), to exclusively license our technology in the primary field of non-invasive testing for fetal aneuploidies and the secondary field of non-invasive testing of genetic abnormality, disease or condition in a fetus or in a pregnant woman (other than as tested in the primary field), RhD genotyping or carrier status in a pregnant woman and the genetic carrier status of a prospective mother and her male partner (the "Option"). Under the Collaboration Agreement, except with Novartis V&D, we could not, directly or in collaboration with a third party, use, develop or sell our products or services in the primary field or the secondary field, other than for research applications in the secondary field.

We successfully achieved all of our technical feasibility milestones, completed the first phase of the collaboration plan, and received all milestone payments for the first phase under the Collaboration Agreement. Thereafter, the parties engaged in discussions in accordance with the Collaboration Agreement; however, the collaboration will not proceed to the next phase. The Novartis Agreements specifically provided that the agreements would automatically terminate if Novartis V&D did not exercise the Option prior to the expiration of the Option Term. The Option expired unexercised on April 30, 2012 and, therefore, the Novartis Agreements terminated in accordance with their terms, effective May 1, 2012.

On May 7, 2012, we issued a press release relating to the ending of the collaboration. A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1.



Item 9.01 Financial Statements and Exhibits.

Exhibit No. Description
99.1 Fluidigm Corporation Press Release dated May 7, 2012


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