Item 1.01 Entry into a Material Definitive Agreement.
On February 6, 2020, Twist Bioscience Corporation (the “Company”), Emily Leproust, Ph.D., Siyuan Chen, Ph.D. and Solange Glaize (the Company, together with Dr. Leproust, Dr. Chen and Ms. Glaize, the “Twist Group”) entered into a Settlement Agreement (the “Agreement”) with Agilent Technologies, Inc. (“Agilent”) pursuant to which the Twist Group and Agilent each agreed to request dismissal of all claims against each other. The settlement resolves litigation initially commenced by Agilent in February 2016 and pending in the Superior Court of the State of California (County of Santa Clara), as disclosed in Part I, Item 3, “Legal Proceedings,” of the Company’s annual report on Form10-K (the “Form10-K”) filed with the Securities and Exchange Commission on December 13, 2019. Pursuant to the Agreement, the Company agreed to pay Agilent $22.5 million in cash within 14 days of the Agreement. In addition, the Twist Group and Agilent each agreed to release the other party from all known and unknown claims related to the claims and counterclaims alleged or that could have been alleged in such litigation or that arise from the facts and events that gave rise to such litigation. Further, Agilent agreed to grant the Company a limitednon-exclusive license to use the trade secrets asserted by Agilent in the litigation, which extends to the Company’s supply chain, including its customers, suppliers, distributors and resellers. Agilent also agreed not to sue the Company for the infringement of any Agilent patent issued an or pending as of the date of the Agreement or claim priority thereto, solely to the extent such patents claim a trade secret alleged in the litigation. There is no other covenant or release of claims for patent infringement.
Dismissal of the case with the court is expected in February 2020.
The foregoing description of the Agreement is not complete and is qualified in its entirety by reference to the full text of the Settlement Agreement which is expected to be filed as an exhibit to the Company’s Quarterly Report on Form10-Q for the fiscal quarter ending December 31, 2019.
The Company expects to recognize aone-time charge relating to the settlement with Agilent in the quarter ending March 31, 2020.
In connection with the settlement, the Company issued a press release, the full text of which is attached as Exhibit 99.1 to this Current Report onForm 8-K.
Cautionary Statement regarding Forward-Looking Statements
This Current Report on Form8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, but are not limited to, the Company’s projections as to the timing of the dismissal of the case by the court, the amount and timing of the charge relating to the settlement and the timing of payments under the settlement. Forward-looking information is based on management’s estimates, assumptions and projections, and is subject to significant uncertainties and other factors, many of which are beyond the Company’s control. Important risk factors could cause actual future results and other future events to differ materially from those currently estimated by management, including, but not limited to: obtaining court approval of the settlement and whether the dismissal of the case is delayed. Information concerning additional factors that could cause results to differ materially from those projected in the forward-looking statements is contained in the Form10-K, and other of the Company’s filings with the Securities and Exchange Commission. These forward-looking statements are as of the date hereof and should not be relied upon as representing the Company’s views as of any subsequent date, and the Company does not undertake any obligation to update forward-looking statements to reflect events or circumstances after the date they were made, except as may be required by law.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
