Memorandum of Understanding between Oncocyte Corporation and Bio-Rad Laboratories, Inc. for RUO Assay Pilot Commercialization
Oncocyte Corporation and Bio-Rad Laboratories, Inc. have entered into a binding Memorandum of Understanding to outline specific activities related to the commercialization of research-use-only (RUO) transplant assay products at pilot study sites outside their main territory. Oncocyte will set up, train, and support these sites and may sell RUO assays to them, while Bio-Rad will assist with installation and training. If Oncocyte makes sales to these sites, it will pay Bio-Rad a royalty. This arrangement is temporary and will be replaced by the main agreement once a full commercialization plan is finalized.
Exhibit 10.6
Certain information contained in this document, marked by brackets [***], has been omitted pursuant to Regulation S-K, Item 601(b)(10) because it is both (i) not material and (ii) is the type that the registrant treats as private or confidential.
Memorandum of Understanding
Oncocyte Corporation (“Oncocyte”) and Bio-Rad Laboratories, Inc. (“Bio-Rad”) (each, a “Party”, and collectively the “Parties”) have executed a Collaboration Agreement for the development and commercialization of RUO and IVD kitted transplant products, effective April 5, 2024 (the “Agreement”). This binding Memorandum of Understanding (“Memorandum”) identifies certain activities that the Parties will perform prior to completion of the Product Commercialization Plan and in addition to the activities to be performed under the Agreement. Any capitalized term used in this Memorandum but not defined herein shall have the meaning ascribed to such term in the Agreement.
Bio-Rad Activities:
Oncocyte Activities:
The Parties shall continue to co-develop the Product Commercialization Plan, including for outside the Territory, under the terms of the Agreement. Once decisions are made concerning the Product Commercialization Plan and are reduced to writing from minutes of the Joint Steering Committee, these Pilot Sites shall be governed by the terms of the Agreement as determined by the Joint Steering Committee, including the Product Commercialization Plan, and not this Memorandum.
Except as expressly set forth herein, the Agreement remains unchanged and in full force and effect.
Oncocyte Corporation Bio-Rad Laboratories, Inc.
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/s/ Scott Crowder /s/ Josh Riggs
_____________________________ _____________________________
By: Scott Crowder By: Josh Riggs
Title: Vice President, Business Development Title: CEO
Date: 11/7/2024 Date: 11/8/2024
Bio-Rad Oncocyte
Appendix A- RUO Assay Pilot Study Sites Outside the Territory:
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