Item 7.01 Regulation FD Disclosure
As previously reported byQuidel Corporation (the "Company"), among other matters related to the lawsuit filed onNovember 27, 2017 , byBeckman Coulter Inc. ("Beckman") against the Company in theSuperior Court for the County of San Diego, California (the "Superior Court "), alleging that a provision of a contractual arrangement between the Company and Beckman regarding the Triage® BNP Test for the Beckman Coulter Access Family of Immunoassay Systems (the "Beckman Agreement") violates certain state antitrust laws. Specifically, Beckman challenges a provision that Beckman, for a specified period, cannot research, develop, manufacture or sell an assay for use in the diagnosis of cardiac diseases that measures or detects the presence or absence of BNP or NT-pro-BNP (a related biomarker) (the "Exclusivity Provision"). 1)OnDecember 7, 2018 , theSuperior Court granted a motion by Beckman for summary adjudication, holding that the Exclusivity Provision is void per se underCalifornia law as an invalid restraint on trade in violation of Business and Professions Code section 16600. 2)OnFebruary 7, 2019 , theSuperior Court stayed all the remaining litigation in the lawsuit pending the outcome of our writ petition on the holding on the Exclusivity Provision in theDecember 7, 2018 order and vacated all deadlines in the case. 3)OnAugust 29, 2019 , theCalifornia Court of Appeal issued a written decision ruling in the Company's favor and overturning theSuperior Court's December 7, 2018 order, holding that theSuperior Court erred by determining the validity of the Exclusivity Provision under a per se standard. 4)OnNovember 13, 2019 , theCalifornia Supreme Court granted review of theCourt of Appeal ruling, with further action deferred pending disposition of a related issue inIxchel Pharma, LLC v. Biogen, Inc. OnAugust 3, 2020 , theCalifornia Supreme Court issued its opinion in Ixchel Pharma. In that case, theCalifornia Supreme Court held, among other matters, that in evaluating whether a restraint in a business-to-business agreement violates Business and Professions Code section 16600, "a rule of reason applies to determine the validity of a contractual provision by which a business is restrained from engaging in a lawful trade or business with another business." That is, theCalifornia Supreme Court rejected the position that every contract in restraint of trade in the business context is per se void, but rather each must be evaluated based on a rule of reason. The Ixchel Pharma ruling is in accord with the arguments the Company made in its amicus brief in that case and the position it is asserting in the appeal from the Court Appeal in the Beckman matter, which is still pending in theCalifornia Supreme Court . The information in this Item 7.01 of this current report on Form 8-K is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of such section. Such information shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing.
Forward-Looking Statements
This current report on Form 8-K contains forward-looking statements within the
meaning of the federal securities laws that involve material risks, assumptions
and uncertainties. These forward-looking statements include statements about our
legal positions and outcome in the legal proceeding between the Company and
Beckman. These statements involve known and unknown risks, uncertainties and
other factors that could cause our actual results to differ materially from the
forward-looking statements expressed or implied in this current report on Form
8-K. As such, no forward-looking statement can be guaranteed. Differences in
actual results may arise as a result of a number of factors including, without
limitation, a determination by the courts that some or all of the provisions of
the Beckman Agreement challenged in the Beckman lawsuit are unenforceable or
otherwise not valid. Forward-looking statements typically are identified by the
use of terms such as "may," "will," "should," "might," "expect," "anticipate,"
"estimate," "plan," "intend," "goal," "project," "strategy," "future," and
similar words, although some forward-looking statements are expressed
differently. The risks described in reports and registration statements that we
file with the
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Date: Auguest 7, 2020QUIDEL CORPORATION By: /s/Phillip S. Askim Name :Phillip S. Askim Its: Secretary
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