Commitments and Contingencies | 8. Commitments and Contingencies Legal Proceedings From time to time, the Company is involved in disputes, litigation, and other legal actions, including those with respect to intellectual property, employment, testing and other matters. Such actions may include allegations of negligence, products/professional liability or other similar legal claims, and could involve claims for substantial compensatory and/or punitive damages or claims for indeterminate amounts of damages. The Company is aggressively defending and/or prosecuting its current litigation matters, but cannot provide any assurance as to the ultimate outcome or that an adverse resolution would not have a material adverse effect on its financial condition and results of operations. There are many uncertainties associated with any litigation and these actions or other third party claims against the Company, or by the Company against third parties, may cause the Company to incur costly litigation and/or substantial settlement charges. In addition, the resolution of any intellectual property litigation may require the Company to make royalty payments, which could adversely affect gross margins in future periods. If this were to occur, the Company's business, financial condition, results of operations, and cash flows could be adversely affected. The Company assesses legal contingencies to determine the degree of probability and range of possible loss for potential accrual in its financial statements. When evaluating legal contingencies, the Company may be unable to provide a meaningful estimate due to a number of factors, including the procedural status of the matter in question, the presence of complex or novel legal theories, and/or the ongoing discovery and development of information important to the matters. In addition, damage amounts claimed in litigation against it may be unsupported, exaggerated or unrelated to possible outcomes, and as such are not meaningful indicators of its potential liability. During the periods presented, the Company has not recorded any accrual for loss contingencies associated with such legal proceedings, determined that an unfavorable outcome is probable or reasonably possible, or determined that the amount or range of any possible loss is reasonably estimable. Illumina Litigation. In March 2018, Illumina, Inc., or Illumina, filed a lawsuit (the ā831 lawsuit) against the Company in the United States District Court for the Northern District of California, alleging that the Companyās Panorama test infringes certain claims of U.S. Patent No. 9,493,831 (the ā831 patent) and seeking, among other relief, damages or other monetary relief including costs and pre- and post-judgment interest, treble damages, injunctive relief, attorneysā fees and costs. In August 2018, the Company filed a counterclaim against Illumina, alleging that certain of Illuminaās NIPT tests infringe on the Companyās U.S. Patent No. 8,682,592 (the ā592 patent) and seeking, among other relief, damages or other monetary relief including costs and pre- and post-judgment interest, treble damages, injunctive relief, attorneysā fees and costs (together with the ā831 lawsuit, the āIllumina Litigationā). On June 13, 2019, Illumina filed a petition for inter partes inter partes CareDx Litigation Matters. On March 26, 2019, CareDx, Inc., or CareDx, filed suit against the Company in the United States District Court for the District of Delaware (āCareDxās Patent Caseā). The suit alleges that the Company infringed two patents, 9,845,497 and 8,703,652. The complaint seeks unspecified damages and injunctive relief. On March 23, 2020, CareDx additionally alleged in an amended complaint that the Company infringed U.S. Patent No. 10,329,607. The Company has also alleged that CareDx infringes Nateraās U.S. Patent Nos. 10,526,658 and 10,597,724, seeking unspecified damages and injunctive relief. On June 12, 2020, Natera filed a motion for early summary judgment of invalidity against all three of CareDxās patent assertions. The motion has been fully briefed and is awaiting a decision from the Court. ā In addition, on April 10, 2019, CareDx filed suit against the Company in the United States District Court for the District of Delaware, alleging false advertising, trademark disparagement, unfair competition, and unfair or deceptive trade practices based on statements describing studies that concern the Companyās technology and CareDxās technology (āCareDxās Advertising Caseā). The complaint seeks unspecified damages and injunctive relief. On May 30, 2019, the Company filed a motion to dismiss the entirety of CareDxās Advertising Case for failure to state a claim. On February 7, 2020, CareDx filed an amended complaint withdrawing its trademark disparagement claim. On February 18, 2020, the Company filed a counterclaim against CareDx in the United States District Court for the District of Delaware, alleging false advertising, unfair competition and deceptive trade practices and seeking unspecified damages and injunctive relief. Other Litigation Matters. On January 27, 2020, the Company filed suit against ArcherDX, Inc., or ArcherDX, in the United States District Court for the District of Delaware, alleging that certain ArcherDX DNA oncology products infringe Nateraās U.S. Patent No. 10,538,814. On April 15, 2020, Natera filed an amended complaint alleging additional ArcherDX DNA and RNA oncology products infringe Nateraās U.S. Patent Nos. 10,557,172; 10,597,708; and 10,590,482. The amended complaint seeks monetary damages and injunctive relief. On August 6, 2020, the Company filed an additional suit against ArcherDX in the United States District Court for the District of Delaware, alleging that certain ArcherDX DNA oncology products infringe Nateraās U.S. Patent No. 10,731,220 and seeking monetary damages and injunctive relief. On June 4, 2020, ArcherDX filed a motion to dismiss aspects of the Companyās case, including to invalidate several of Nateraās asserted patents. That motion was denied in its entirety on October 2, 2020. On June 17, 2020, the Company filed suit against Progenity, Inc., or Progenity, in the United States District Court for the Western District of Texas, alleging that Progenityās NIPT test infringes Nateraās U.S. Patent Numbers 9,228,234; 9,424,392; 10,227,652; 10,240,202; 10,266,893; and 10,522,242 (the āNatera Patentsā). The complaint seeks treble damages and injunctive relief. The Company filed a second suit against Progenity in the United States District Court for the Northern District of Texas on June 19, 2020, alleging that Progenityās NIPT test infringes the Natera Patents, and seeking treble damages and injunctive relief. On or about July 2, 2020, Progenity filed suit against the Company in the United States District Court for the Southern District of California, seeking declaratory judgment of non-infringement of the Natera Patents. On October 6, 2020, the Company filed suit against Genosity Inc. (āGenosityā) in the United States District Court for the District of Delaware, alleging that various Genosity products infringe Nateraās U.S. Patent No. 10,732,220. The complaint seeks unspecified monetary damages and injunctive relief. ā On June 1, 2020, a suit was filed against the Company in the United States District Court for the Western District of Texas by Ravgen, Inc., alleging infringement of U.S. Patent Nos. 7,727,720 and 7,332,277. The complaint seeks monetary damages and injunctive relief. On or about August 13, 2019, a suit was filed against the Company in the Circuit Court of Cook County, Illinois by a patient alleging claims relating to a discordant test result and seeking monetary damages. On March 15, 2019, a purported class action lawsuit was filed against the Company in the United States District Court for the Northern District of California, alleging that the plaintiff received an unauthorized text message to her cellular telephone in violation of the Telephone Consumer Protection Act. Among other relief, the complaint sought statutory and other damages, injunctive relief, attorneysā fees, and costs. On June 18, 2019, the Company filed a motion to dismiss, which was denied. An amended complaint was filed on April 23, 2020. The case was dismissed by stipulation of the parties effective November 2, 2020. ā Director and Officer Indemnifications As permitted under Delaware law, and as set forth in the Companyās Certificate of Incorporation and its Bylaws, the Company indemnifies its directors, executive officers, other officers, employees and other agents for certain events or occurrences that may arise while in such capacity. The maximum potential amount of future payments the Company could be required to make under this indemnification is unlimited; however, the Company has insurance policies that may limit its exposure and may enable it to recover a portion of any future amounts paid. Assuming the applicability of coverage, the willingness of the insurer to assume coverage, and subject to certain retention, loss limits and other policy provisions, the Company believes any obligations under this indemnification would not be material, other than an initial $1.5 million for securities related claims and $0.3 million for commercial general liability claims. However, no assurances can be given that the covering insurers will not attempt to dispute the validity, applicability, or amount of coverage without expensive litigation against these insurers, in which case the Company may incur substantial liabilities as a result of these indemnification obligations. Third-Party Payer Reimbursement Audits From time to time, the Company receives recoupment requests from third-party payers for alleged overpayments. The Company disagrees with the contentions of pending requests and/or has recorded an estimated reserve for the alleged overpayments. Contractual Commitments The following table sets forth the material contractual commitments as of September 30, 2020 with a remaining term of at least one year: ā ā ā ā ā ā Party Commitments ā Expiry Date ā ā (in thousands) ā ā Laboratory instruments supplier $ 4,549 ā December 2021 Material supplier ā 13,633 ā May 2030 Application service providers ā 10,711 ā Jan-21 - Dec-24 Gene sequencing reagents and kits provider ā 473 ā April 2021 Other material suppliers ā 10,960 ā Various Total $ 40,326 ā ā ā |