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SDIX > SEC Filings for SDIX > Form 8-K on 28-Nov-2012All Recent SEC Filings




Termination of a Material Definitive Agreement

Item 1.02 Termination of a Material Definitive Agreement.

On November 21, 2012, Strategic Diagnostics Inc. (the "Registrant") received notice from the BD Diagnostics - Diagnostic Systems business unit of Becton, Dickinson and Company ("BD") that BD was terminating the Collaboration, License and Supply Agreement, dated as of February 2, 2012, between the Registrant and BD (the "Agreement"). Such termination will be effective on December 21, 2012. BD terminated pursuant to its right under Section 8.2 of the Agreement to terminate for convenience on thirty (30) days notice.

As disclosed in the Registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on February 8, 2012 (the "Prior 8-K"), under the Agreement, which had a stated term of 10 years, SDIX licensed to BD certain Patent Rights (as defined in the Agreement) and agreed to supply BD with certain proprietary antibodies and media. In addition, SDIX agreed to provide consulting services in support of BD's efforts regarding product development and regulatory approvals. BD paid SDIX an upfront technology enablement fee of $1,250,000 and agreed to pay up to $2,500,000 contingent upon the occurrence of certain milestones. In addition to such upfront payment for technology enablement, milestone payments and product supply payments for products ordered and delivered, BD also agreed to pay SDIX royalties on sales of certain BD products incorporating the licensed technology. Other than the initial payment from BD, total revenues received to date in 2012 under the Agreement were approximately $200,000.

The foregoing description of the Agreement is qualified in its entirety by reference to the description thereof in the Prior 8-K and the full text of the Agreement, which is attached as Exhibit 99.1 to the Prior 8-K and is incorporated therein by reference.

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