Item 8.01 Other Events.
On December 31, 2021, Guardant Health, Inc. (the "Company") entered into a
Settlement and License Agreement (the "Settlement Agreement") with Foundation
Medicine, Inc. ("FMI," now a subsidiary of Roche Holdings, Inc.), consistent
with the binding term sheet entered into by the parties on May 13, 2021 and
announced in a Form 8-K filed by the Company with the Securities and Exchange
Commission (the "SEC") on May 17, 2021. Under the terms of the Settlement
Agreement, FMI will pay the Company $25 million as well as future royalties for
the remaining term of the licensed patents, while the Company will grant FMI a
non-exclusive license to a defined subset of the Company's patents. As a result
of the Settlement Agreement, all pending patent litigation between the parties
will be dismissed.
On January 7, 2022, the Company issued a press release announcing the Settlement
Agreement. A copy of the press release is furnished as Exhibit 99.1 to this
Current Report on Form 8-K and is incorporated herein by reference.
Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements within the
meaning of federal securities laws, such as statements about final court
approval of the settlement and entry into a definitive settlement agreement.
These statements are based on current expectations and assumptions, and actual
outcomes and results could differ materially from these statements due to a
number of factors. Additional risks and uncertainties that could cause actual
results to differ materially from those indicated by the forward-looking
statements made in this Current Report on Form 8-K include those discussed under
the caption "Risk Factors" in the Company's Annual Report on Form 10-K for the
year ended December 31, 2020 and in its other reports filed with the SEC. The
forward-looking statements in this Current Report on Form 8-K are based on
information available to the Company as of the date hereof, and the Company
disclaims any obligation to update any forward-looking statements provided to
reflect any change in its expectations or any change in events, conditions, or
circumstances on which any such statement is based, except as required by law.
These forward-looking statements should not be relied upon as representing the
Company's views as of any date subsequent to the date of this Current Report on
Form 8-K.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
99.1 Press release of Guardant Health, Inc., dated January 7, 2022
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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